AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1996
                                                     REGISTRATION NO. 333-
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                                TIME WARNER INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 

                                                                   
                          DELAWARE                                               13-3527249
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)        (I.R.S. EMPLOYER IDENTIFICATION NO.)

 
                            ------------------------
                ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO
                      FORM S-3 REGISTRATION STATEMENT OF
                          TIME WARNER COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 

                                                                   
                              DELAWARE                                                          13-1388520
   (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)

 
                              75 ROCKEFELLER PLAZA
                              NEW YORK, N.Y. 10019
                                 (212) 484-8000
(ADDRESS, INCLUDING EACH ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                                 PETER R. HAJE
            EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                TIME WARNER INC.
                              75 ROCKEFELLER PLAZA
                              NEW YORK, N.Y. 10019
                                 (212) 484-8000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
                                   COPIES TO:
 

                                                        
       WILLIAM P. ROGERS, JR.                                   FAITH D. GROSSNICKLE
      CRAVATH, SWAINE & MOORE                                   SHEARMAN & STERLING
           WORLDWIDE PLAZA                                      599 LEXINGTON AVENUE
          825 EIGHTH AVENUE                                     NEW YORK, N.Y. 10022
      NEW YORK, N.Y. 10019-7415                                    (212) 848-8015
            (212) 474-1270

 
                            ------------------------
     APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO THE 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 delivery of the prospectus is expected to be made pursuant to Rule  434,
please check the following box. [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE


                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
       TITLE OF EACH CLASS OF SECURITIES    AGGREGATE AMOUNT TO BE  AGGREGATE OFFERING   AGGREGATE OFFERING         AMOUNT OF
                TO BE REGISTERED                   REGISTERED          PRICE PER UNIT          PRICE              REGISTRATION FEE
                                                                                                  
Guarantee of Debt Securities..............    $550,581,500(1)(2)               N/A                      N/A           $100(3)

 
(1) United  States  dollars or  the equivalent  thereof in  one or  more foreign
    currencies, foreign currency units or composite currencies.
(2) Time Warner  Inc.  (formerly  known  as  'TW  Inc.')  will  irrevocably  and
    unconditionally  guarantee on an  unsecured senior basis  Debt Securities of
    Time Warner Companies,  Inc. (formerly  known as 'Time  Warner Inc.')  which
    were previously registered by Time Warner Companies, Inc. under Registration
    Statement No. 33-50237.
(3) A  registration fee  was previously paid  by Time Warner  Companies, Inc. in
    respect  of  the  Debt  Securities.  The  registration  fee  paid   herewith
    represents  the  minimum  fee  payable  pursuant  to  Section  6(b)  of  the
    Securities Act of 1933.
                            ------------------------
     THE REGISTRANTS HEREBY AMEND  THIS REGISTRATION STATEMENT  ON SUCH DATE  OR
DATES  AS MAY  BE NECESSARY  TO DELAY ITS  EFFECTIVE DATE  UNTIL THE REGISTRANTS
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  THE REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  SECTION 8(a),
MAY DETERMINE.
     PURSUANT TO  RULE  429 OF  THE  GENERAL  RULES AND  REGULATIONS  UNDER  THE
SECURITIES  ACT OF 1933, THE PROSPECTUS  INCLUDED IN THIS REGISTRATION STATEMENT
IS A  COMBINED  PROSPECTUS WHICH  ALSO  RELATES TO  REGISTRATION  STATEMENT  NO.
33-50237,  PREVIOUSLY FILED  BY TIME  WARNER COMPANIES,  INC. ON  FORM S-3. THIS
REGISTRATION  STATEMENT   ALSO  CONSTITUTES   A  POST-EFFECTIVE   AMENDMENT   TO
REGISTRATION  STATEMENT NO.  33-50237, AND  SUCH POST-EFFECTIVE  AMENDMENT SHALL
HEREAFTER  BECOME  EFFECTIVE  CONCURRENTLY   WITH  THE  EFFECTIVENESS  OF   THIS
REGISTRATION  STATEMENT IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF
1933.
 
________________________________________________________________________________














INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND  EXCHANGE  COMMISSION. THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE  REGISTRATION STATEMENT  BECOMES
EFFECTIVE. THIS  PROSPECTUS SHALL  NOT  CONSTITUTE  AN OFFER TO SELL   OR    THE
SOLICITATION   OF    AN    OFFER   TO    BUY   NOR   SHALL  THERE  BE  ANY  SALE
OF  THESE  SECURITIES IN  ANY  STATE IN  WHICH  SUCH OFFER, SOLICITATION OR SALE
WOULD  BE UNLAWFUL PRIOR  TO REGISTRATION OR  QUALIFICATION UNDER THE SECURITIES
LAWS OF SUCH STATE.
 
                 SUBJECT TO COMPLETION, DATED DECEMBER 3, 1996
 
PROSPECTUS
 
                          TIME WARNER COMPANIES, INC.
                                DEBT SECURITIES
                         UNCONDITIONALLY GUARANTEED BY
                                TIME WARNER INC.
 
     Time  Warner Companies,  Inc. (the 'Issuer')  may offer from  time to time,
together or  separately,  unsecured  notes, debentures  or  other  evidences  of
indebtedness  ('Debt Securities'),  having an aggregate  initial public offering
price not  to  exceed $550,581,500  (including  the U.S.  dollar  equivalent  of
securities  for which the initial public offering price is denominated in one or
more foreign currencies  or composite  currencies). The Debt  Securities may  be
offered  in one or more series, in amounts, at prices and on terms determined at
the time of sale and set forth in a supplement to this Prospectus (a 'Prospectus
Supplement').
 
     The  Debt  Securities  will  be  irrevocably,  fully  and   unconditionally
guaranteed  (the 'Guarantee')  on an  unsecured basis  by Time  Warner Inc. (the
'Guarantor'). The Issuer  is a  wholly owned  subsidiary of  the Guarantor.  The
Guarantor  is a holding company that derives  its operating income and cash flow
from the Issuer  and Turner Broadcasting  System, Inc. ('TBS'),  a wholly  owned
subsidiary  of the Guarantor.  The assets of the  Guarantor consist primarily of
its investments in  the Issuer and  TBS, and  the assets of  the Issuer  consist
primarily   of   its  investments   in   its  consolidated   and  unconsolidated
subsidiaries. The Guarantor and its consolidated and unconsolidated subsidiaries
are collectively referred to as the 'Company'.
 
     Unless otherwise specified  in an accompanying  Prospectus Supplement,  the
Debt  Securities and the Guarantee  will be senior securities  of the Issuer and
the Guarantor, respectively, ranking equally  with all other unsubordinated  and
unsecured  indebtedness and other  obligations of the  Issuer and the Guarantor,
respectively.
 
     The specific  terms  of  the  Debt Securities  in  respect  of  which  this
Prospectus  is being delivered  will be set forth  in an accompanying Prospectus
Supplement, including,  where applicable,  the specific  designation,  aggregate
principal  amount,  currency,  denomination,  maturity (which  may  be  fixed or
extendible), priority, interest rate (or manner of calculation thereof), if any,
time of payment of  interest, if any,  terms for any  redemption, terms for  any
repayment  at the option of the holder, terms for any sinking fund payments, the
initial public offering price, special provisions relating to Debt Securities in
bearer form, provisions regarding original issue discount securities, additional
covenants and any other specific terms of such Debt Securities.
 
     The Prospectus Supplement will also contain information, where  applicable,
about  certain United States Federal income  tax considerations relating to, and
any listing on  a securities  exchange of, the  Debt Securities  covered by  the
Prospectus Supplement.
 
     The Debt Securities may be issued only in registered form, including in the
form  of one or  more global securities  ('Global Securities'), unless otherwise
set forth in the Prospectus Supplement.
                            ------------------------
THESE   SECURITIES   HAVE   NOT   BEEN   APPROVED   OR   DISAPPROVED   BY    THE
   SECURITIES    AND   EXCHANGE   COMMISSION    OR   ANY   STATE   SECURITIES
     COMMISSION NOR HAS  THE SECURITIES  AND EXCHANGE  COMMISSION OR  ANY
       STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
          OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
 
     The Debt Securities may be offered directly, through agents designated from
time  to time or through dealers or underwriters. If any agents of the Issuer or
the Guarantor or any dealers or underwriters are involved in the offering of the
Debt Securities in  respect of  which this  Prospectus is  being delivered,  the
names  of such agents, dealers or underwriters and any applicable commissions or
discounts will be set  forth in the Prospectus  Supplement. The net proceeds  to
the Issuer from such sale will also be set forth in the Prospectus Supplement.
                            ------------------------
               The date of this Prospectus is             , 1996.












     IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT  OR EFFECT TRANSACTIONS WHICH STABILIZE  OR MAINTAIN THE MARKET PRICE
OF THE  DEBT SECURITIES  OFFERED HEREBY  OR OTHER  SECURITIES OF  THE ISSUER  AT
LEVELS  ABOVE  THOSE WHICH  MIGHT  OTHERWISE PREVAIL  IN  THE OPEN  MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                            ------------------------
 
                             AVAILABLE INFORMATION
 
     The  Guarantor  is  subject  to  the  informational  requirements  of   the
Securities  Exchange  Act of  1934,  as amended  (the  'Exchange Act'),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and  Exchange  Commission  (the  'Commission').  Prior  to  the
consummation of the acquisition of TBS by the Guarantor, the Issuer, currently a
wholly  owned subsidiary of the Guarantor formerly named 'Time Warner Inc.', and
TBS were subject to the informational  requirements of the Exchange Act, and  in
accordance  therewith filed reports, proxy statements and other information with
the Commission. Immediately thereafter, the Guarantor guaranteed unconditionally
all the  outstanding  publicly  traded  indebtedness  of  the  Issuer  and  TBS.
Subsequently,  each of the Issuer and TBS  filed with the Commission a Form 10-Q
for the quarterly period ended  September 30, 1996. Each  of the Issuer and  TBS
have  ceased to  be subject  to the  periodic reporting  and other informational
requirements of the Exchange Act. Instead, such information will be provided, to
the extent  required by  the Commission,  in the  required filings  made by  the
Guarantor.  Reports,  proxy  statements  and  other  information  filed  by  the
Guarantor, the Issuer and TBS with the Commission pursuant to the  informational
requirements  of the  Exchange Act  may be  inspected and  copied at  the public
reference facilities maintained  by the  Commission at 450  Fifth Street,  N.W.,
Room  1024, Washington,  D.C. 20549,  and at  the Commission's  regional offices
located at Seven World Trade Center, 13th  Floor, New York, New York 10048;  and
Citicorp  Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661;
and copies of such material may be obtained from the Public Reference Section of
the Commission,  Washington, D.C.  20549, at  prescribed rates,  or through  the
World  Wide Web (http://www.sec.gov).  Such reports, proxy  statements and other
information may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New  York, and the Pacific Stock Exchange,  301
Pine  Street, San Francisco, California, on which one or more of the Guarantor's
securities are listed.
 
     This Prospectus constitutes a part of a Registration Statement filed by the
Issuer and the Guarantor with the  Commission under the Securities Act of  1933,
as  amended  (the  'Securities  Act').  This  Prospectus  omits  certain  of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the  Registration
Statement  and  related exhibits  for further  information  with respect  to the
Issuer, the  Guarantor  and the  Debt  Securities. Statements  contained  herein
concerning  the provisions of any document  are not necessarily complete and, in
each instance,  reference is  made to  the copy  of such  document filed  as  an
exhibit  to the Registration  Statement or otherwise  filed with the Commission.
Each such statement is qualified in its entirety by such reference.
 
                     INFORMATION INCORPORATED BY REFERENCE
 
     The following documents filed  with the Commission  by the Guarantor  (File
No. 001-12259) are incorporated by reference in this Prospectus:
 
          (a) the Current Reports on Form 8-K of the Guarantor dated October 10,
     1996 and November 14, 1996; and
 
          (b)  the Registration  Statement (Registration No.  333-11471) on Form
     S-4 of the Guarantor, as amended, filed with the Commission on September 6,
     1996 pursuant to the Securities Act (the 'Form S-4').
 
     The following documents previously filed with the Commission by the  Issuer
(File  No.  001-08637)  under  the  Exchange  Act  are  incorporated  herein  by
reference:
 
                                       2
 








          (a) the  Issuer's  Annual Report  on  Form  10-K for  the  year  ended
     December  31, 1995, as amended  by the Issuer's Form  10-K/A dated June 27,
     1996 (the 'Issuer's 10-K');
 
          (b) the Issuer's Quarterly Reports on Form 10-Q for the quarters ended
     March 31, 1996, June 30, 1996 and September 30, 1996; and
 
          (c) the Issuer's Current  Reports on Form 8-K  dated January 4,  1996,
     March  22, 1996, March  25, 1996, April  3, 1996, April  4, 1996, April 11,
     1996, May 15, 1996, August 6, 1996, August 14, 1996, September 6, 1996  and
     September 12, 1996.
 
     The  following documents previously filed with  the Commission by TBS (File
No. 001-08911) under the Exchange Act are incorporated herein by reference:
 
          (a) TBS's Annual Report on Form  10-K for the year ended December  31,
     1995;
 
          (b)  TBS's Quarterly Reports on Form 10-Q for the quarters ended March
     31, 1996, June 30, 1996 and September 30, 1996; and
 
          (c) TBS's Current Reports on Form 8-K dated January 3, 1996, June  26,
     1996 and September 6, 1996.
 
     All  documents and reports subsequently filed  by the Guarantor pursuant to
Sections 13(a), 13(c), 14 and 15(d) of  the Exchange Act after the date of  this
Prospectus  and prior to the termination of  the offering of the Debt Securities
shall be deemed to be incorporated herein  by reference and to be a part  hereof
from the date of filing of such documents.
 
     Any  statement contained herein or in  a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus or any Prospectus Supplement to the extent  that
a  statement contained herein  or in any other  subsequently filed document that
also is  or  is  deemed to  be  incorporated  by reference  herein  modifies  or
supersedes  such statement. Any  such statement so  modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
 
     The Issuer  will  furnish without  charge  to each  person,  including  any
beneficial  owner,  to  whom  this Prospectus  and  the  accompanying Prospectus
Supplement are delivered,  upon the written  or oral request  of such person,  a
copy  of any or all  the documents incorporated herein  by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such  documents, and  any other  documents specifically  identified
herein  as incorporated  by reference into  the Registration  Statement to which
this Prospectus  relates  or  into  such other  documents.  Requests  should  be
addressed to: Shareholder Relations Department, Time Warner Inc., 75 Rockefeller
Plaza, New York, New York 10019; telephone: (212) 484-6971.
 
                                  THE COMPANY
 
     The  Company,  the world's  leading  media and  entertainment  company, has
interests in  four  fundamental  areas of  business:  Entertainment,  consisting
principally  of  interests  in  recorded  music  and  music  publishing,  filmed
entertainment,  broadcasting  and  theme   parks;  Cable  Networks,   consisting
principally of interests in cable television programming; Publishing, consisting
principally  of  interests in  magazine publishing,  book publishing  and direct
marketing; and Cable,  consisting principally of  interests in cable  television
systems.  Each of the Issuer and the Guarantor is a holding company that derives
its operating income and  cash flow from its  subsidiaries and investments.  The
assets  of the Guarantor consist primarily of  its investments in the Issuer and
TBS, and the assets of  the Issuer consist primarily  of its investments in  its
consolidated    and   unconsolidated   subsidiaries,   including   Time   Warner
Entertainment Company, L.P. ('TWE'). The ability of the Issuer and the Guarantor
to service their  respective indebtedness and  other liabilities, including  the
Debt Securities, is dependent primarily upon the earnings and cash flow of their
respective  consolidated and unconsolidated subsidiaries and the distribution or
other payment of such earnings  and cash flow to  the Issuer and the  Guarantor.
See 'Holding Company Structure'.
 
     The  Guarantor became the parent of the  Issuer and TBS on October 10, 1996
upon the  merger  of  the Issuer  and  TBS  with separate  subsidiaries  of  the
Guarantor (the 'TBS Transaction'), as more fully
 
                                       3
 









described below. In connection therewith, the Guarantor changed its name to Time
Warner  Inc. from TW Inc. and the Issuer  changed its name from Time Warner Inc.
to Time Warner Companies, Inc.
 
     TWE was formed as a Delaware limited partnership in 1992 to own and operate
substantially  all  of  the  Filmed  Entertainment,  Cable  Networks  and  Cable
businesses  owned and operated by the Issuer  prior to such date. The Issuer and
certain of its  wholly owned  subsidiaries own general  and limited  partnership
interests  in 74.49% of the  pro rata priority capital  ('Series A Capital') and
residual equity  capital ('Residual  Capital') of  TWE and  100% of  the  senior
priority  capital  ('Senior Capital')  and  junior priority  capital  ('Series B
Capital') of  TWE. The  remaining 25.51%  limited partnership  interests in  the
Series  A Capital and  Residual Capital of TWE  are held by a  subsidiary of U S
WEST, Inc. The Guarantor does not consolidate TWE and certain related  companies
(the  'Entertainment Group') for financial  reporting purposes. The subsidiaries
of the Issuer  that own general  partnership interests in  TWE are  collectively
referred to herein as the 'Time Warner General Partners'.
 
TBS TRANSACTION
 
     On October 10, 1996, pursuant to an Amended and Restated Agreement and Plan
of  Merger dated as of September 22,  1995, as amended (the 'Merger Agreement'),
between the  Issuer,  the Guarantor,  TBS  and  certain of  their  wholly  owned
subsidiaries, among other things: (a) each of the Issuer and TBS became a wholly
owned  subsidiary of  the Guarantor  through a merger  with a  subsidiary of the
Guarantor, (b)  each outstanding  share of  common stock,  par value  $1.00  per
share,  of the  Issuer, other  than shares  held directly  or indirectly  by the
Issuer, was converted into one share of common stock of the Guarantor, (c)  each
outstanding  share of preferred stock of the Issuer was converted into one share
of a substantially  identical series of  preferred stock of  the Guarantor,  (d)
each  outstanding share of common stock of  TBS, other than shares held directly
or indirectly by  the Issuer or  the Guarantor or  in the treasury  of TBS,  was
converted into the right to receive 0.75 shares of common stock of the Guarantor
and (e) each outstanding share of preferred stock of TBS, other than shares held
directly  or indirectly by the  Issuer or the Guarantor,  was converted into the
right to  receive  4.8 shares  of  common  stock of  the  Guarantor.  Additional
information   on  the  TBS   Transaction  is  set  forth   in  the  Joint  Proxy
Statement/Prospectus included as part of the Form S-4, which is incorporated  by
reference herein.
 
     Immediately  following  the  TBS  Transaction,  the  Guarantor,  as primary
obligor and not merely as surety, irrevocably and unconditionally guaranteed (i)
the full and punctual  payment of principal of  and interest on all  outstanding
publicly  traded indebtedness ('Outstanding  Securities') of each  of the Issuer
and TBS  when  due, whether  at  maturity,  by acceleration,  by  redemption  or
otherwise,  and all other monetary  obligations of the Issuer  and TBS under the
Outstanding Securities of the Issuer and TBS and the indentures relating to  the
Outstanding  Securities (including  the obligations to  the respective trustees)
and (ii) the full  and punctual performance within  applicable grace periods  of
all other obligations of the Issuer and TBS under the Outstanding Securities and
the   respective  indentures.  The  guarantee   of  the  Outstanding  Securities
constitutes a guarantee of payment, performance and compliance and not merely of
collection. The obligation of the Guarantor to make any payment pursuant to  the
guarantee  may  be  satisfied by  causing  the  respective issuer  to  make such
payment. Further, the  Guarantor agreed to  pay any and  all costs and  expenses
(including  reasonable attorney's  fees) incurred  by any  trustee or  holder of
Outstanding Securities in  enforcing any  of their respective  rights under  the
guarantee of the Outstanding Securities.
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
     The  historical and pro forma  ratios of earnings to  fixed charges for the
Issuer and the  Guarantor are  set forth below  for the  periods indicated.  For
periods  in which earnings before fixed charges were insufficient to cover fixed
charges, the dollar amount of coverage deficiency (in millions), instead of  the
ratio,  is  disclosed. The  ratios  of earnings  to  fixed charges  (or coverage
deficiencies) for  all periods  after 1992  reflect the  deconsolidation of  the
Entertainment Group, principally TWE, effective January 1, 1993.
 
     The historical ratio of earnings to fixed charges for 1996 reflects (a) the
issuance  of 1.6 million shares of Series  K exchangeable preferred stock of the
Issuer, having an aggregate liquidation
 
                                       4
 









preference of  $1.6 billion  (which were  subsequently converted  into Series  M
exchangeable  preferred stock of  the Guarantor in the  TBS Transaction) and the
use  of  approximately  $1.55  billion  of  net  proceeds  therefrom  to  reduce
outstanding  indebtedness (the  'Preferred Stock  Refinancing') and  (b) (i) the
issuance of  6.3  million  shares  of  convertible  preferred  stock  having  an
aggregate  liquidation  preference of  $633 million  and  2.9 million  shares of
common stock and (ii) the assumption  or incurrence of approximately $2  billion
of  indebtedness in  connection with  the acquisition  of Cablevision Industries
Corporation and related companies (the 'CVI Acquisition'). The historical  ratio
of  earnings to fixed charges (or coverage deficiency) for 1995 reflects (a) the
issuance of  29.3  million  shares  of convertible  preferred  stock  having  an
aggregate  liquidation preference  of $2.926 billion  and 2.6  million shares of
common stock and (b) the assumption or incurrence of approximately $1.3  billion
of  indebtedness in connection with (x)  the acquisitions of KBLCOM Incorporated
and Summit Communications Group,  Inc. (the '1995  Cable Acquisitions' and  when
taken  together with the CVI Acquisition,  the 'Cable Acquisitions') and (y) the
exchange by  Toshiba Corporation  and  ITOCHU Corporation  of their  direct  and
indirect  interests  in TWE  (the  'ITOCHU/Toshiba Transaction').  The Preferred
Stock Refinancing, the Cable Acquisitions and the ITOCHU/Toshiba Transaction are
referred to herein as the 'Issuer Transactions'.
 
     The historical ratio  of earnings to  fixed charges for  1993 reflects  the
issuance  of $6.1 billion of long-term debt and  the use of $500 million of cash
and equivalents for  the exchange  or redemption  of preferred  stock having  an
aggregate  liquidation  preference  of  $6.4 billion.  The  historical  ratio of
earnings to fixed charges  for 1992 reflects the  capitalization of TWE on  June
30,  1992 and associated refinancings, and the acquisition of the 18.7% minority
interest in American Television  and Communications Corporation  as of June  30,
1992, using the purchase method of accounting for business combinations.
 
     The   pro  forma  ratios   of  earnings  to   fixed  charges  (or  coverage
deficiencies) for each of the Issuer and the Guarantor for the nine months ended
September 30, 1996 and the year ended  December 31, 1995 give effect to (i)  the
Issuer Transactions, (ii) certain other transactions as defined and described in
the  pro  forma consolidated  condensed  financial statements  contained  in the
Guarantor's Current  Report  on Form  8-K  dated November  14,  1996,  including
certain  asset  sales  and  debt  refinancings and  (iii)  with  respect  to the
Guarantor only, the TBS Transaction, as if such transactions had occurred at the
beginning of 1995. The pro forma  information presented below should be read  in
conjunction  with  the  pro forma  consolidated  condensed  financial statements
contained in the Guarantor's Current Report on Form 8-K dated November 14,  1996
and  incorporated herein by reference. Such  pro forma amounts are presented for
informational purposes only  and are  not necessarily indicative  of the  actual
ratio  or coverage deficiency that would  have occurred if such transactions had
been consummated as of the dates indicated, nor are they necessarily  indicative
of future results.
 


                                            NINE MONTHS ENDED
                                              SEPTEMBER 30,                           YEARS ENDED DECEMBER 31,
                                   -----------------------------------    -------------------------------------------------
                                   PRO FORMA                              PRO FORMA
                                      1996         1996        1995         1995       1995    1994    1993    1992    1991
                                   ----------    --------    ---------    ---------    ----    ----    ----    ----    ----
 
                                                                                            
Issuer..........................         1.0x         1.0x   $     (46)       1.0x      1.1x    1.1x    1.1x    1.4x    1.1x
Guarantor.......................   $    (171)           *            *      $  (8)        *       *       *       *       *

 
- ------------
 
*In  connection with the TBS Transaction that  occurred on October 10, 1996, the
 Guarantor, formerly  a wholly  owned subsidiary  of the  Issuer, acquired  each
 outstanding  share  of capital  stock  of the  Issuer  (other than  shares held
 directly or indirectly  by the  Issuer) and became  the parent  of the  Issuer.
 Accordingly,  the historical ratios  of earnings to  fixed charges (or coverage
 deficiencies) of the  Issuer and  the Guarantor are  the same  for all  periods
 prior  to  such date  because  the Issuer  is  treated for  financial reporting
 purposes as the predecessor of the Guarantor.
 
     For purposes of computing the ratio of earnings to fixed charges,  earnings
were  calculated by adding  (i) pretax income,  (ii) interest expense, including
previously capitalized interest amortized  to expense and  the portion of  rents
representative  of an interest factor for the Guarantor and the Issuer and their
respective majority-owned subsidiaries, (iii)  the Guarantor's and the  Issuer's
respective  proportionate share  of the items  included in (ii)  above for their
50%-owned   companies,   (iv)   preferred   stock   dividend   requirements   of
majority-owned   subsidiaries,   (v)  minority   interest   in  the   income  of
majority-owned subsidiaries  that have  fixed  charges and  (vi) the  amount  of
undistributed  losses of each of the Issuer's  and the Guarantor's less than 50%
owned companies. Fixed charges consist of (i) interest
 
                                       5
 









expense, including interest capitalized and the portion of rents  representative
of  an interest  factor for  the Guarantor and  the Issuer  and their respective
majority-owned subsidiaries, (ii)  the Guarantor's and  the Issuer's  respective
proportionate  share  of  such items  for  their 50%-owned  companies  and (iii)
preferred stock dividend requirements  of majority-owned subsidiaries.  Earnings
as   defined   include  significant   noncash   charges  for   depreciation  and
amortization. Historical fixed charges for  the nine months ended September  30,
1996  and  1995 and  the years  ended December  31, 1995  and December  31, 1994
include noncash interest expense of $69 million, $156 million, $176 million  and
$219  million, respectively, principally  relating to the  Issuer's Liquid Yield
Option Notes  due  2012 and  2013  and, in  1995  and 1994  only,  the  Issuer's
Redeemable  Reset Notes due 2002.  Pro forma fixed charges  of the Guarantor for
the nine months ended September  30, 1996 and the  year ended December 31,  1995
include  an additional  $14 million  and $18  million, respectively,  in noncash
interest expense relating to TBS's zero coupon convertible notes due 2007.
 
                                USE OF PROCEEDS
 
     Except as  otherwise  set  forth  in the  Prospectus  Supplement,  the  net
proceeds  to  the  Issuer from  the  sale of  Debt  Securities will  be  used to
repurchase, redeem  or  otherwise  repay  indebtedness of  the  Issuer  or  TBS.
Additional  information  on  the  use  of net  proceeds  from  the  sale  of any
particular Debt  Securities  will be  set  forth in  the  Prospectus  Supplement
relating to such Debt Securities.
 
              DESCRIPTION OF THE DEBT SECURITIES AND THE GUARANTEE
 
GENERAL
 
     The  following description of  the terms of the  Debt Securities sets forth
certain general  terms  and provisions  of  the  Debt Securities  to  which  any
Prospectus  Supplement may relate.  The particular terms  of any Debt Securities
and the extent, if any, to which such general provisions will not apply to  such
Debt  Securities will be described in the Prospectus Supplement relating to such
Debt Securities.
 
     The Debt Securities will  be issued from  time to time  in series under  an
Indenture  dated as of January 15, 1993, as supplemented from time to time (such
Indenture, as so supplemented being called the 'Indenture'), between the  Issuer
and  The Chase Manhattan Bank (formerly known as Chemical Bank) (the 'Trustee'),
as Trustee.  The statements  set  forth below  are  brief summaries  of  certain
provisions  contained in  the Indenture,  which summaries  do not  purport to be
complete and are qualified  in their entirety by  reference to the Indenture,  a
copy  of  which  is an  exhibit  to  the Registration  Statement  of  which this
Prospectus is a part. Numerical references in parentheses below are to  articles
or sections of the Indenture, unless otherwise indicated. Wherever defined terms
are  used but not defined herein, such terms shall have the meanings assigned to
them in  the Indenture,  it being  intended that  such referenced  articles  and
sections of the Indenture and such defined terms shall be incorporated herein by
reference.
 
     The  Indenture does not  limit the amount  of Debt Securities  which may be
issued thereunder  and  Debt Securities  may  be  issued thereunder  up  to  the
aggregate  principal amount  which may  be authorized from  time to  time by the
Issuer. Any such limit  applicable to a particular  series will be specified  in
the Prospectus Supplement relating to that series.
 
     Reference  is made to the Prospectus  Supplement for the following terms of
each series of  Debt Securities  in respect to  which this  Prospectus is  being
delivered:  (i) the designation,  date, aggregate principal  amount, currency or
currency unit of payment and  authorized denominations of such Debt  Securities;
(ii)  the date or dates on which such  Debt Securities will mature (which may be
fixed or  extendible);  (iii)  the  rate or  rates  (or  manner  of  calculation
thereof),  if any, per annum  at which such Debt  Securities will bear interest;
(iv) the dates, if any, on which such interest will be payable, (v) the terms of
any mandatory  or  optional  redemption  (including  any  sinking,  purchase  or
analogous fund) and any purchase at the option of holders (including whether any
such  purchase  may  be  paid  in cash,  common  stock  or  other  securities or
property); (vi) whether such  Debt Securities are  to be issued  in the form  of
Global  Securities and, if  so, the identity  of the Depository  with respect to
such Global Securities; and (vii) any other specific terms.
 
                                       6
 









     Unless otherwise  set  forth  in the  Prospectus  Supplement,  interest  on
outstanding  Debt Securities will be paid to holders of record on the date which
is 15 days  prior to  the date  such interest is  to be  paid. Unless  otherwise
specified  in the Prospectus Supplement, Debt Securities will be issued in fully
registered form  only and  in  denominations of  $1,000 and  integral  multiples
thereof.  Unless otherwise specified in the Prospectus Supplement, the principal
amount of the Debt Securities will be  payable at the corporate trust office  of
the  Trustee in  New York, New  York. The  Debt Securities may  be presented for
transfer or exchange at such office unless otherwise specified in the Prospectus
Supplement, subject to the  limitations provided in  the Indenture, without  any
service  charge, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charges payable in connection therewith.  (Section
305)
 
GUARANTEE
 
     The   Guarantor,  as  primary  obligor  and  not  merely  as  surety,  will
irrevocably and unconditionally guarantee (the  'Guarantee'), to each Holder  of
Debt Securities, and to the Trustee and its successors and assigns, (i) the full
and  punctual payment of principal  of and interest on  the Debt Securities when
due, whether at maturity, by acceleration,  by redemption or otherwise, and  all
other  monetary  obligations  of  the  Issuer  under  the  Indenture  (including
obligations to  the Trustee)  and the  Debt  Securities and  (ii) the  full  and
punctual performance within applicable grace periods of all other obligations of
the   Issuer  under  the  Indenture  and  the  Debt  Securities.  The  Guarantee
constitutes a guarantee of payment, performance and compliance and not merely of
collection. The  obligation  of  the  Guarantor to  make  any  payments  may  be
satisfied  by causing the  Issuer to make such  payments. Further, the Guarantor
agrees to pay any  and all costs and  expenses (including reasonable  attorneys'
fees)  incurred by the Trustee or any Holder of Debt Securities in enforcing any
of their  respective  rights under  the  Guarantee.  (Section 2  of  the  Second
Supplemental  Indenture  dated as  of  October 10,  1996  among the  Issuer, the
Guarantor and the Trustee).
 
RANKING
 
     Unless otherwise  specified in  a Prospectus  Supplement for  a  particular
series  of  Debt  Securities,  all  series of  Debt  Securities  will  be senior
indebtedness of the  Issuer and  will be  direct, unsecured  obligations of  the
Issuer,  ranking  on  a  parity  with  all  other  unsecured  and unsubordinated
indebtedness of the Issuer, and the Guarantee will be a senior obligation of the
Guarantor and will be a direct unsecured obligation of the Guarantor, ranking on
a parity  with  all  other  unsecured  and  unsubordinated  obligations  of  the
Guarantor.  Each of the  Issuer and the  Guarantor is a  holding company and the
Debt Securities  and  the Guarantee  will  be effectively  subordinated  to  all
existing  and future liabilities, including indebtedness, of the subsidiaries of
the Issuer and the Guarantor, respectively. See 'Holding Company Structure'.
 
CERTAIN COVENANTS
 
     Limitation on Liens. The Indenture provides that neither the Issuer nor any
Material Subsidiary of the Issuer shall incur, create, issue, assume,  guarantee
or  otherwise  become liable  for any  indebtedness for  money borrowed  that is
secured by a lien on any asset now owned or hereafter acquired by it unless  the
Issuer  makes  or  causes  to  be  made  effective  provision  whereby  the Debt
Securities will be secured by such lien  equally and ratably with (or prior  to)
all other indebtedness thereby secured so long as any such indebtedness shall be
secured. The foregoing restriction does not apply to the following:
 
          (i) liens existing as of the date of the Indenture;
 
          (ii)   liens  created  by   Subsidiaries  of  the   Issuer  to  secure
     indebtedness of such  Subsidiaries to the  Issuer or to  one or more  other
     Subsidiaries of the Issuer;
 
          (iii)  liens affecting  property of a  person existing at  the time it
     becomes a  Subsidiary of  the  Issuer or  at the  time  it merges  into  or
     consolidates  with the Issuer or a Subsidiary  of the Issuer or at the time
     of a sale, lease or  other disposition of all  or substantially all of  the
     properties of such person to the Issuer or its Subsidiaries;
 
                                       7
 








          (iv) liens on property existing at the time of the acquisition thereof
     or  incurred  to secure  payment of  all or  a part  of the  purchase price
     thereof or to  secure Indebtedness incurred  prior to, at  the time of,  or
     within  one year after the acquisition thereof for the purpose of financing
     all or part of the purchase price thereof;
 
          (v) liens  on any  property  to secure  all or  part  of the  cost  of
     improvements  or construction  thereon or indebtedness  incurred to provide
     funds for such purpose in a principal amount not exceeding the cost of such
     improvements or construction;
 
          (vi) liens  consisting  of  or  relating  to  the  sale,  transfer  or
     financing   of  motion  pictures,  video  and  television  programs,  sound
     recordings, books  or rights  with respect  thereto or  with so-called  tax
     shelter  groups  or  other  third-party investors  in  connection  with the
     financing of such motion pictures, video and television programming,  sound
     recordings  or books in the ordinary course of business and the granting to
     the Issuer or any of its  Subsidiaries of rights to distribute such  motion
     pictures,  video  and television  programming,  sound recordings  or books;
     provided, however, that no such lien shall attach to any asset or right  of
     the  Issuer or its Subsidiaries (other  than the motion pictures, video and
     television programming, sound recordings, books or rights which were  sold,
     transferred  to  or  financed  by  the  tax  shelter  group  or third-party
     investors in question or the proceeds arising therefrom);
 
          (vii) liens on shares of stock, indebtedness or other securities of  a
     Person that is not a Subsidiary;
 
          (viii)  other  liens arising  in connection  with indebtedness  of the
     Issuer and its Subsidiaries in an aggregate principal amount for the Issuer
     and its Subsidiaries not exceeding at the time such lien is issued, created
     or assumed the  greater of (A)  10% of  the Consolidated Net  Worth of  the
     Issuer and (B) $500 million; and
 
          (ix) any extensions, renewal or replacement of any lien referred to in
     the  foregoing clauses (i) through (viii) inclusive, or of any indebtedness
     secured thereby; provided that the principal amount of indebtedness secured
     thereby shall not exceed the principal amount of indebtedness so secured at
     the time of such extension, renewal or replacement, or at the time the lien
     was issued,  created  or assumed  or  otherwise permitted,  and  that  such
     extension,  renewal or replacement lien shall be  limited to all or part of
     substantially the same property which secured the lien extended, renewed or
     replaced (plus improvements on such property). (Section 1006)
 
     Limitation on Senior Debt. The Indenture provides that the Issuer will not,
and will not permit  any of its Subsidiaries  to, incur, create, issue,  assume,
guarantee  or otherwise become directly  or indirectly liable for (collectively,
'incur') any Senior Debt,  if after giving effect  to such incurrence of  Senior
Debt,  determined on a pro forma basis as if such incurrence had occurred on the
first day of the Test Period, the Consolidated Cash Flow Coverage Ratio for  the
Issuer  and its Subsidiaries  for the Test Period  would be less  than 1.5 to 1;
provided, however, that the foregoing restrictions will not apply to TWE or  any
of  its Subsidiaries  to the  extent that  the application  of such restrictions
would be prohibited under, or cause a violation of, TWE's bank credit  agreement
as in effect from time to time or any successor or replacement credit agreement.
(Section 1007)
 
     Other  than the  restrictions in the  Indenture on liens  and incurrence of
Senior Debt described above,  the  Indenture  and  the  Debt  Securities  do not
contain  any covenants  or other provisions designed to afford  Holders  of Debt
Securities protection in the event  of  a  recapitalization  or highly leveraged
transaction  involving the Issuer.
 
     Limitation on  Merger,  Consolidation  and Certain  Sales  of  Assets.  The
Indenture  provides  that neither  the Issuer  nor the  Guarantor will  merge or
consolidate with or into, or convey or transfer its property substantially as an
entirety to, any Person unless (a) the successor is organized and existing under
the laws of the United States or any State or the District of Columbia, (b)  (i)
in  the case of the Issuer, the successor assumes the Issuer's obligations under
the Indenture and the Debt Securities on the same terms and conditions and  (ii)
in  the case of the Guarantor, the successor assumes the Guarantor's obligations
under the Indenture  and  the Guarantee  on the  same terms  and conditions  and
(c) immediately  after  giving  effect to such transactions, there is no default
under the Indenture. (Sections 801 and 802)
 
                                       8
 








     Any additional covenants  of the Issuer  or the Guarantor  pertaining to  a
series  of Debt Securities will be set forth in a Prospectus Supplement relating
to such series of Debt Securities.
 
CERTAIN DEFINITIONS
 
     The following are certain of the terms defined in the Indenture:
 
          'Consolidated Cash Flow' means,  with respect to  the Issuer, for  any
     period,  the net income of the Issuer and its Subsidiaries as determined on
     a consolidated basis in accordance with GAAP consistently applied, plus the
     sum of depreciation, amortization, other  noncash charges which reduce  net
     income, income tax expense and interest expense, in each case to the extent
     deducted  in determining such net income, and excluding extraordinary gains
     or losses. Notwithstanding the foregoing,  for purposes of determining  the
     Consolidated  Cash Flow of the Issuer,  there shall be included, in respect
     of each other  Person that is  accounted for  by the Issuer  on the  equity
     method  (as determined in accordance with GAAP), the Issuer's proportionate
     amount of  such  other  Person's and  its  Subsidiaries'  consolidated  net
     income,  depreciation, amortization, other noncash charges which reduce net
     income, income tax expense and interest expense, in each case to the extent
     deducted  in  determining  such   other  Person's  net  income,   excluding
     extraordinary gains and losses.
 
          'Consolidated  Cash Flow  Coverage Ratio'  means, for  any period, the
     ratio for such period  of Consolidated Cash  Flow to Consolidated  Interest
     Expense.  In determining the Consolidated  Cash Flow Coverage Ratio, effect
     shall be given  to the  application of the  proceeds of  Senior Debt  whose
     incurrence  is being tested to  the extent such proceeds  are to be used to
     repay or refinance other Senior Debt.
 
          'Consolidated Interest Expense' means, with respect to the Issuer, for
     any period, cash  interest expense of  the Issuer and  its Subsidiaries  on
     Senior  Debt for  such period other  than the amount  amortized during such
     period in respect  of all fees  paid in connection  with the incurrence  of
     such  Senior Debt, such expense to be determined on a consolidated basis in
     accordance with GAAP consistently  applied. Notwithstanding the  foregoing,
     for  purposes  of  determining  the Consolidated  Interest  Expense  of the
     Issuer, there shall be  included, in respect of  each other Person that  is
     accounted  for  by  the  Issuer  on the  equity  method  (as  determined in
     accordance with  GAAP),  the  Issuer's proportionate  amount  of  the  cash
     interest  expense of such other Person  and its Subsidiaries on Senior Debt
     for the relevant period other than the amount amortized during such  period
     in  respect of  all fees  paid in  connection with  the incurrence  of such
     Senior Debt,  such expense  to be  determined on  a consolidated  basis  in
     accordance with GAAP consistently applied.
 
          'Consolidated  Net Worth'  means, with respect  to the  Issuer, at the
     date of any  determination, the  consolidated stockholders'  equity of  the
     Issuer  and  its  Subsidiaries,  determined  on  a  consolidated  basis  in
     accordance with GAAP consistently applied.
 
          'GAAP'  means  generally  accepted   accounting  principles  as   such
     principles are in effect as of the date of the Indenture.
 
          'Material  Subsidiary' means, with  respect to the  Issuer, any Person
     that is a Subsidiary if at the end of the most recent fiscal quarter of the
     Issuer,  the  aggregate   amount,  determined  in   accordance  with   GAAP
     consistently  applied, of securities  of, loans and  advances to, and other
     investments in, such Person held by  the Issuer and its other  Subsidiaries
     exceeded 10% of the Issuer's Consolidated Net Worth.
 
          'Person'   means  any  individual,   corporation,  partnership,  joint
     venture,   association,   joint-stock   company,   trust,    unincorporated
     organization or government or any agency or political subdivision thereof.
 
          'Senior  Debt' means, with respect to  any Person, all indebtedness of
     such Person in  respect of  money borrowed, determined  in accordance  with
     GAAP  consistently  applied,  other  than  indebtedness  as  to  which  the
     instrument governing such indebtedness provides that such indebtedness  is,
     or  which is in effect,  subordinated or junior in  right of payment to any
     other indebtedness of such Person.
 
          'Subsidiary' means, with respect to  any Person, any corporation  more
     than  50% of the voting  stock of which is  owned directly or indirectly by
     such Person, and any partnership, association, joint
 
                                       9
 








     venture or other  entity in which  such Person  owns more than  50% of  the
     equity  interests or  has the  power to  elect a  majority of  the board of
     directors or other governing body.
 
          'Test Period' means, with respect  to any date, the period  consisting
     of   the  most  recent  four  full  fiscal  quarters  for  which  financial
     information is generally available.
 
DEFEASANCE
 
     The Indenture provides that the Issuer  (and to the extent applicable,  the
Guarantor),  at its option, (a) will be  Discharged from any and all obligations
in respect of any  series of Debt  Securities (except in  each case for  certain
obligations  to register  the transfer or  exchange of  Debt Securities, replace
stolen, lost or  mutilated Debt  Securities, maintain paying  agencies and  hold
moneys for payment in trust) or (b) need not comply with the covenants described
above under 'Certain Covenants' and any other restrictive covenants described in
a Prospectus  Supplement relating to such series of Debt Securities, and certain
Events of Default (other than those arising  out of the failure to pay  interest
or principal on the Debt Securities of a particular series and certain events of
bankruptcy,  insolvency and reorganization) will  no longer constitute Events of
Default with respect  to such series  of Debt  Securities, in each  case if  the
Issuer  deposits with the applicable Trustee,  in trust, money or the equivalent
in securities of  the government  which issued the  currency in  which the  Debt
Securities  are denominated or government agencies  backed by the full faith and
credit of such government, or a  combination thereof, which through the  payment
of  interest thereon and  principal thereof in accordance  with their terms will
provide money in an  amount sufficient to pay  all the principal (including  any
mandatory  sinking fund payments) of, and interest  on, such series on the dates
such payments are due in accordance with  the terms of such series. To  exercise
any  such option, the Issuer is required,  among other things, to deliver to the
Trustee an opinion of  counsel to the  effect that (i)  the deposit and  related
defeasance  would not cause the Holders of such series to recognize income, gain
or loss for Federal income tax purposes and, in the case of a Discharge pursuant
to clause (a), accompanied by a ruling to such effect received from or published
by the  United States  Internal Revenue  Service and  (ii) the  creation of  the
defeasance  trust  will  not violate  the  Investment  Company Act  of  1940, as
amended. In  addition, the  Issuer is  required  to deliver  to the  Trustee  an
Officers'  Certificate stating that such deposit was not made by the Issuer with
the intent of preferring the Holders over other creditors of the Issuer or  with
the  intent of  defeating, hindering,  delaying or  defrauding creditors  of the
Issuer or others. (Article 4)
 
EVENTS OF DEFAULT, NOTICE AND WAIVER
 
     The Indenture provides that, if an Event of Default specified therein  with
respect  to any series of Debt  Securities issued thereunder shall have happened
and be  continuing, either  the Trustee  thereunder  or the  Holders of  25%  in
aggregate principal amount of the outstanding Debt Securities of such series (or
25%  in aggregate principal amount of  all outstanding Debt Securities under the
Indenture, in the case of certain Events of Default affecting all series of Debt
Securities under  the Indenture)  may  declare the  principal  of all  the  Debt
Securities of such series to be due and payable. (Section 502)
 
     Events  of Default in respect of any series are defined in the Indenture as
being: (i)  default for  30 days  in payment  of any  interest installment  with
respect  to such series; (ii) default in payment of principal of, or premium, if
any, on,  or  any  sinking fund  or  analogous  payment with  respect  to,  Debt
Securities  of such series when due at  their stated maturity, by declaration or
acceleration, when called for redemption or otherwise; (iii) default for 90 days
after notice to  the Issuer  (or the Guarantor,  if applicable)  by the  Trustee
thereunder or by Holders of 25% in aggregate principal amount of the outstanding
Debt  Securities of such series in the performance of any covenant pertaining to
Debt Securities  of  such series;  (iv)  failure to  pay  when due,  upon  final
maturity  or upon  acceleration, the  principal amount  of any  indebtedness for
money borrowed of the Issuer in excess  of $50 million, if such indebtedness  is
not  discharged, or  such acceleration  annulled, within  60 days  after written
notice; and (v) certain events of bankruptcy, insolvency and reorganization with
respect to the Guarantor,  the Issuer or any  Material Subsidiary of the  Issuer
which  is  organized  under the  laws  of  the United  States  or  any political
sub-division thereof. (Section 501 and Form of Security)
 
                                       10
 








     Any additions, deletions or  other changes to the  Events of Default  which
will  be applicable  to a  series of  Debt Securities  will be  described in the
Prospectus Supplement relating to such series of Debt Securities.
 
     The Indenture provides  that the  Trustee thereunder will,  within 90  days
after  the occurrence of  a default with  respect to the  Debt Securities of any
series, give to the Holders of the Debt Securities of such series notice of  all
uncured  and unwaived defaults known to it; provided that, except in the case of
default in the payment of principal of, premium, if any, or interest, if any, on
any of  the Debt  Securities of  such  series, the  Trustee thereunder  will  be
protected  in withholding such  notice if it  in good faith  determines that the
withholding of  such notice  is in  the interests  of the  Holders of  the  Debt
Securities  of such series. The term 'default' for the purpose of this provision
means the happening of any of the Events of Default specified above, except that
any grace period or notice requirement is eliminated. (Section 602)
 
     The Indenture contains  provisions entitling  the Trustee,  subject to  the
duty of the Trustee during an Event of Default to act with the required standard
of  care,  to  be indemnified  by  the  Holders of  the  Debt  Securities before
proceeding to exercise any right or power under the Indenture at the request  of
Holders of the Debt Securities. (Section 603)
 
     The  Indenture  provides  that  the  Holders  of  a  majority  in aggregate
principal amount of the outstanding Debt Securities of any series may direct the
time, method and place of conducting  proceedings for remedies available to  the
Trustee  or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions. (Section 512)
 
     The Indenture includes a covenant that  the Issuer will file annually  with
the  Trustee a certificate of no default  or specifying any default that exists.
(Section 1004)
 
     In certain cases,  the Holders  of a majority  in principal  amount of  the
outstanding  Debt Securities of any  series may on behalf  of the Holders of all
Debt Securities of such series waive any  past default or Event of Default  with
respect  to  the  Debt Securities  of  such  series or  compliance  with certain
provisions  of  the  Indenture,  except,  among  other  things,  a  default  not
theretofore  cured  in payment  of  the principal  of,  or premium,  if  any, or
interest, if any, on any  of the Debt Securities  of such series. (Sections  513
and 1008)
 
MODIFICATION OF THE INDENTURE
 
     The  Issuer and the Trustee may, without  the consent of the Holders of the
Debt Securities, enter into indentures supplemental to the Indenture for,  among
others, one or more of the following purposes: (i) to evidence the succession of
another  Person  to the  Issuer or  the  Guarantor, and  the assumption  by such
successor of the Issuer's or the Guarantor's obligations under the Indenture and
the Debt Securities of any series; (ii)  to add covenants of the Issuer and  the
Guarantor,  or surrender  any rights  of the  Issuer or  the Guarantor,  for the
benefit of the Holders of  Debt Securities of any or  all series; (iii) to  cure
any  ambiguity, or correct any inconsistency  in the Indenture; (iv) to evidence
and provide for the acceptance of any  successor Trustee with respect to one  or
more series of Debt Securities or to facilitate the administration of the trusts
thereunder  by one  or more  trustees in accordance  with the  Indenture; (v) to
establish the  form or  terms of  any series  of Debt  Securities; and  (vi)  to
provide any additional Events of Default. (Section 901)
 
     The  Indenture contains  provisions permitting  the Issuer  and the Trustee
thereunder, with the consent of the Holders of a majority in principal amount of
the outstanding  Debt Securities  of  each series  to  be affected,  to  execute
supplemental  indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Debt Securities of such series to be affected, except that no such  supplemental
indenture  may, without the consent of  the Holders of affected Debt Securities,
among other things, change the fixed maturity of any Debt Securities, or  reduce
the  principal amount thereof, or reduce the  rate or extend the time of payment
of interest thereon, or reduce the number of shares of any common stock or other
securities to be  delivered by  the Issuer  in respect  of a  conversion of  any
convertible   Debt  Securities  or  reduce  the  aforesaid  percentage  of  Debt
Securities of any series the consent of the Holders of which is required for any
such supplemental indenture. (Section 902)
 
                                       11
 








THE TRUSTEE
 
     The Chase Manhattan Bank, formerly known  as Chemical Bank, is the  Trustee
under  the Indenture. The Trustee  is a depository for  funds and performs other
services for, and  transacts other  banking business  with, the  Company in  the
normal course of business.
 
GOVERNING LAW
 
     The  Indenture will be  governed by, and construed  in accordance with, the
laws of the State of New York.
 
                               GLOBAL SECURITIES
 
     The Debt Securities of a  series may be issued in  whole or in part in  the
form  of one or more Global Securities that will be deposited with, or on behalf
of, a  depository (the  'Depository') identified  in the  Prospectus  Supplement
relating  to  such  series.  Global  Securities  may  be  issued  only  in fully
registered form and in either temporary  or permanent form. Unless and until  it
is  exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global  Security may  not be  transferred except  as a  whole by  the
Depository  for such  Global Security to  a nominee  of such Depository  or by a
nominee of  such  Depository to  such  Depository  or another  nominee  of  such
Depository or by the Depository or any nominee of such Depository to a successor
Depository or any nominee of such successor.
 
     The  specific terms of the depository  arrangement with respect to a series
of Debt Securities will  be described in the  Prospectus Supplement relating  to
such series. Unless otherwise specified in the Prospectus Supplement, the Issuer
anticipates that the following provisions will apply to depository arrangements.
 
     Upon  the issuance  of a  Global Security,  the Depository  for such Global
Security or its nominee will credit on its book-entry registration and  transfer
system  the  respective  principal  amounts of  the  individual  Debt Securities
represented by  such  Global Security  to  the  accounts of  persons  that  have
accounts   with  such  Depository  ('Participants').   Such  accounts  shall  be
designated by the  underwriters, dealers  or agents  with respect  to such  Debt
Securities  or  by the  Issuer  if such  Debt  Securities are  offered  and sold
directly by the Issuer. Ownership of  beneficial interests in a Global  Security
will  be  limited to  Participants or  persons that  may hold  interests through
Participants. Ownership of beneficial interests in such Global Security will  be
shown  on, and  the transfer  of that ownership  will be  effected only through,
records maintained by the applicable Depository or its nominee (with respect  to
interests  of  Participants)  and  records  of  Participants  (with  respect  to
interests of persons  who hold through  Participants). The laws  of some  states
require  that certain  purchasers of securities  take physical  delivery of such
securities in definitive form. Such limits and such laws may impair the  ability
to own, pledge or transfer beneficial interests in a Global Security.
 
     So  long as  the Depository  for a  Global Security  or its  nominee is the
registered owner of such  Global Security, such Depository  or such nominee,  as
the  case  may be,  will be  considered the  sole  owner or  holder of  the Debt
Securities represented  by  such Global  Security  for all  purposes  under  the
Indenture.  Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have  any of the individual Debt Securities  of
the  series represented by such Global  Security registered in their names, will
not receive  or  be entitled  to  receive physical  delivery  of any  such  Debt
Securities  of such  series in  definitive form and  will not  be considered the
owners or holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in  a Global  Security must rely  on the  procedures of  the
Depository for such Global Security and, if such person is not a Participant, on
the  procedures of the Participant through  which such person owns its interest,
to exercise any rights of a  holder under the Indenture. The Issuer  understands
that  under existing  industry practices, if  the Issuer requests  any action of
holders or if an owner of a beneficial interest in a Global Security desires  to
give  or take any  action which a holder  is entitled to give  or take under the
Indenture,  the  Depository  for  such  Global  Security  would  authorize   the
Participants  holding the  relevant beneficial  interests to  give or  take such
action, and such Participants would  authorize beneficial owners owning  through
such  Participants to give or  take such action or  would otherwise act upon the
instructions of beneficial owners holding through them.
 
     Payments of principal  of and any  premium and any  interest on  individual
Debt  Securities represented by  a Global Security  registered in the  name of a
Depository or its nominee will be made to
 
                                       12
 








the Depository or its nominee,  as the case may be,  as the registered owner  of
the  Global Security representing such Debt  Securities. None of the Issuer, the
Trustee, any paying agent  or the registrar for  such Debt Securities will  have
any  responsibility or liability  for any aspect  of the records  relating to or
payments made  on  account  of  beneficial ownership  interests  in  the  Global
Security  for such Debt Securities or  for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
 
     The Issuer expects that the Depository  for a series of Debt Securities  or
its  nominee, upon receipt of  any payment of principal,  premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately  will  credit  Participants'  accounts  with  payments  in   amounts
proportionate  to their respective beneficial  interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depository or its nominee. The Issuer also expects that payments by Participants
to owners of  beneficial interests  in such  Global Security  held through  such
Participants  will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in  bearer
form or registered in 'street name'. Such payments will be the responsibility of
such Participants.
 
     If  a Depository for a series of  Debt Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Issuer  within 90 days, the  Issuer will issue individual  Debt
Securities  of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the  Issuer may, at any time and in  its
sole  discretion,  subject  to  any  limitations  described  in  the  Prospectus
Supplement relating to  such Debt  Securities, determine  not to  have any  Debt
Securities  of such series represented by one  or more Global Securities and, in
such event, will issue individual Debt Securities of such series in exchange for
the Global Security or Securities  representing such series of Debt  Securities.
Individual  Debt  Securities  of  such  series  so  issued  will  be  issued  in
denominations, unless otherwise specified by the Issuer, of $1,000 and  integral
multiples thereof. Any Debt Securities issued in definitive form in exchange for
a  Global Security will  be registered in  such name or  names as the Depository
shall instruct the Trustee. It is expected that such instructions will be  based
upon  directions received  by the Depository  from Participants  with respect to
ownership of beneficial interests in such Global Security.
 
                           HOLDING COMPANY STRUCTURE
 
     Each of the Issuer and  the Guarantor is a  holding company, the assets  of
which  consist primarily of  investments in its  consolidated and unconsolidated
subsidiaries. The assets of the Guarantor consist primarily of its investment in
the Issuer  and TBS,  and the  assets of  the Issuer  consist primarily  of  its
investments  in its consolidated and unconsolidated subsidiaries, including TWE.
A substantial portion  of the  consolidated liabilities  of the  Issuer and  the
Guarantor  have been  incurred by subsidiaries.  TWE, which  is not consolidated
with either the Issuer or the  Guarantor for financial reporting purposes,  also
has  substantial  indebtedness  and  other  liabilities.  The  Issuer's  and the
Guarantor's rights and the rights of their creditors, including Holders of  Debt
Securities,  to participate in the distribution of assets of any person in which
the Issuer or the  Guarantor owns an equity  interest (including any  subsidiary
and  TWE) upon  such person's liquidation  or reorganization will  be subject to
prior claims of such  person's creditors, including  trade creditors, except  to
the  extent that the Issuer  or the Guarantor may  be a creditor with recognized
claims against such  person (in  which case  the claims  of the  Issuer and  the
Guarantor  would still be subject to the prior claims of any secured creditor of
such person and of any holder of  indebtedness of such person that is senior  to
that  held by  the Issuer  or the Guarantor).  Accordingly, the  Holders of Debt
Securities may be deemed to be effectively subordinated to such claims.
 
     Each  of  the  Issuer's  and   the  Guarantor's  ability  to  service   its
indebtedness  and  other  obligations,  including the  Debt  Securities  and the
Guarantee, and the ability of the Guarantor  to pay dividends on its common  and
preferred  stock is dependent primarily upon the earnings and cash flow of their
respective consolidated and unconsolidated subsidiaries and the distribution  or
other  payment of such earnings  and cash flow to  the Issuer and the Guarantor.
The TWE  Agreement  of  Limited  Partnership  and  the  respective  bank  credit
facilities  of TBS and TWI Cable Inc. ('TWI Cable') (a subsidiary of the Issuer)
limit distributions  and  other  transfers  of  funds  to  the  Issuer  and  the
Guarantor.  Generally, distributions by  TWE, other than  tax distributions, are
subject to restricted payments limitations and
 
                                       13
 








availability under certain financial  ratios applicable to TWE.  As a result  of
the acquisitions by subsidiaries of the Issuer of certain cable systems, certain
subsidiaries  of  the  Issuer  have  outstanding  indebtedness  and  bank credit
facilities that contain limitations on the ability of such subsidiaries to  make
distributions  or other payments to the Issuer. Generally, distributions by each
of TBS and TWI  Cable, other than tax  distributions, are subject to  restricted
payments  limitations and availability under certain financial ratios applicable
to TBS and TWI Cable under the  respective bank credit facilities of which  each
is a borrower and party thereto.
 
     Additional  information concerning the  indebtedness of the  Issuer and the
Guarantor and its subsidiaries will be set forth in the Prospectus Supplement.
 
                              PLAN OF DISTRIBUTION
 
     The Issuer may  sell the  Debt Securities to  one or  more underwriters  or
dealers  for public offering and sale by them or may sell the Debt Securities to
investors directly or through agents. The Prospectus Supplement with respect  to
the  Debt Securities offered thereby describes the terms of the offering of such
Debt Securities and the  method of distribution of  the Debt Securities  offered
thereby  and identifies any  firms acting as underwriters,  dealers or agents in
connection therewith.
 
     The Debt Securities may  be distributed from  time to time  in one or  more
transactions  at a  fixed price or  prices (which  may be changed)  or at prices
determined as specified  in the  Prospectus Supplement. In  connection with  the
sale  of the Debt Securities,  underwriters, dealers or agents  may be deemed to
have received compensation from the Issuer in the form of underwriting discounts
or commissions and  may also  receive commissions  from purchasers  of the  Debt
Securities  for  whom they  may act  as  agent. Underwriters  may sell  the Debt
Securities to or through dealers, and  such dealers may receive compensation  in
the  form  of discounts,  concessions or  commissions  from the  underwriters or
commissions from the purchasers for whom they  may act as agent. Certain of  the
underwriters,  dealers or agents who participate in the distribution of the Debt
Securities may engage  in other  transactions with, and  perform other  services
for, the Issuer and the Guarantor in the ordinary course of business.
 
     Any  underwriting compensation paid by the Issuer to underwriters or agents
in connection  with the  offering of  the Debt  Securities, and  any  discounts,
concessions  or commissions allowed by underwriters to dealers, are set forth in
the Prospectus Supplement. Underwriters, dealers and agents participating in the
distribution of the Debt  Securities may be deemed  to be underwriters, and  any
discounts  and commissions received by  them and any profit  realized by them on
the resale of the Debt Securities may be deemed to be underwriting discounts and
commissions  under  the  Securities  Act.  Underwriters  and  their  controlling
persons,  dealers and agents may be entitled, under agreements entered into with
the Issuer, to  indemnification against  and contribution  toward certain  civil
liabilities, including liabilities under the Securities Act.
 
                                 LEGAL OPINIONS
 
     Certain legal matters in connection with the Debt Securities will be passed
upon  for the  Issuer and  the Guarantor by  Cravath, Swaine  & Moore, Worldwide
Plaza, 825 Eighth Avenue, New York, New  York and for the Underwriters, if  any,
named  in a Prospectus Supplement, by Shearman & Sterling, 599 Lexington Avenue,
New York, New York.
 
                                    EXPERTS
 
     The consolidated financial statements and  schedules of the Issuer and  TWE
appearing in the Issuer's 10-K and the combined financial statements of the Time
Warner Service Partnerships incorporated by reference therein, have been audited
by  Ernst  & Young  LLP, Independent  Auditors,  as set  forth in  their reports
thereon included therein  and incorporated herein  by reference. Such  financial
statements  and schedules are incorporated herein  by reference in reliance upon
such reports given upon the authority of such firm as experts in accounting  and
auditing.
 
     The consolidated financial statements of Cablevision Industries Corporation
at  December 31, 1995, and for the year then ended, incorporated by reference in
this Prospectus from the Guarantor's Current  Report on Form 8-K dated  November
14,  1996, have been audited by Ernst  & Young LLP, Independent Auditors, as set
forth in  their  report thereon  included  therein and  incorporated  herein  by
reference.  Such financial  statements are  incorporated herein  by reference in
reliance upon such reports given upon the  authority of such firm as experts  in
accounting and auditing.
 
                                       14
 








     The  financial  statements  of  Newhouse  Broadcasting  Cable  Division  of
Newhouse Broadcasting Corporation and Subsidiaries as of July 31, 1993 and 1994,
and for each  of the  three years in  the period  ended July 31,  1994, and  the
financial  statements of Vision  Cable Division of  Vision Cable Communications,
Inc. and Subsidiaries as of December 31,  1993 and 1994, and for the years  then
ended, incorporated by reference in this Prospectus from the Guarantor's Current
Report  on Form 8-K dated November 14, 1996,  have been audited by Ernst & Young
LLP, Independent  Auditors,  as set  forth  in their  reports  thereon  included
therein  and  incorporated herein  by reference.  Such financial  statements are
incorporated herein by reference  in reliance upon such  reports given upon  the
authority of such firm as experts in accounting and auditing.
 
     The  financial statements of Paragon Communications as of December 31, 1993
and 1994, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in  this Prospectus from TWE's  Annual Report on  Form
10-K  for  the year  ended  December 31,  1994,  and the  consolidated financial
statements of TBS, as of December 31, 1994 and 1995, and for the three years  in
the   period  ended  December  31,  1995,  incorporated  by  reference  in  this
Prospectus, have been audited by Price Waterhouse LLP, Independent  Accountants,
as  set forth in their reports  thereon included therein and incorporated herein
by reference. Such financial statements are incorporated herein by reference  in
reliance  upon such reports given upon the  authority of such firm as experts in
accounting and auditing.
 
     The consolidated financial statements of Cablevision Industries Corporation
as of December  31, 1994,  and for each  of the  two years in  the period  ended
December  31,  1994,  incorporated  by reference  in  this  Prospectus  from the
Guarantor's Current  Report on  Form  8-K dated  November  14, 1996,  have  been
audited  by Arthur Andersen LLP, Independent Public Accountants, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements have been incorporated herein by reference  in
reliance  upon such report given  upon the authority of  such firm as experts in
accounting and auditing.
 
     The consolidated financial statements of KBLCOM Incorporated as of December
31, 1994, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus from the Guarantor's Current Report
on Form 8-K dated November 14, 1996, have been audited by Deloitte & Touche LLP,
Independent Auditors, as set forth in their report thereon included therein  and
incorporated  herein by  reference. Such consolidated  financial statements have
been incorporated herein by  reference in reliance upon  such report given  upon
the authority of such firm 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  the  Issuer, the  Guarantor or  by  any underwriter,  dealer or  agent. This
Prospectus and any Prospectus Supplement do not constitute an offer to sell or a
solicitation of an offer to  buy any securities other  than those to which  they
relate.  Neither the delivery of this Prospectus and any accompanying Prospectus
Supplement nor any sale of or offer  to sell the Debt Securities offered  hereby
shall,  under any  circumstances, create an  implication that there  has been no
change in the affairs of  the Issuer or the  Guarantor, or that the  information
herein  is correct as of any time after the date hereof. This Prospectus and any
accompanying Prospectus  Supplement do  not constitute  an offer  to sell  or  a
solicitation of an offer to buy any of the Debt Securities offered hereby in any
State to any person to whom it is unlawful to make such offer or solicitation in
such State.
 
                                       15









                                    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, to be borne by the registrants in connection with
the distribution of the Debt Securities and the Guarantee.
 

                                                                                           
Securities and Exchange Commission registration fee........................................   $     172,157*
Trustees' fees.............................................................................          20,000
Printing and engraving expenses............................................................         200,000
Rating agency fees.........................................................................         100,000
Accounting fees and expenses...............................................................         100,000
Legal fees and expenses....................................................................         150,000
Miscellaneous expenses.....................................................................          57,843
                                                                                              -------------
          Total expenses...................................................................   $     800,000
                                                                                              -------------
                                                                                              -------------

 
- ------------
 
*  The registration fee for the Debt Securities was previously paid.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the Delaware  General Corporation Law (the 'DGCL')  provides
that  a  corporation  may indemnify  directors  and  officers as  well  as other
employees  and  individuals  against   expenses  (including  attorneys'   fees),
judgments,  fines and  amounts paid in  settlement in  connection with specified
actions, suits  or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in  the right of the corporation -- a
'derivative action'  ),  if they  acted  in good  faith  and in  a  manner  they
reasonably  believed  to be  in  or not  opposed to  the  best interests  of the
corporation and, with  respect to  any criminal  action or  proceedings, had  no
reasonable  cause to believe  their conduct was unlawful.  A similar standard is
applicable in the case of  derivative actions, except that indemnification  only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in  connection with the  defense or settlement  of such action,  and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been  found liable to  the corporation. The  statute
provides  that it is not exclusive of  other indemnification that may be granted
by a corporation's  charter, by-laws, disinterested  director vote,  stockholder
vote, agreement or otherwise.
 
     Each  of the Issuer's and  the Guarantor's By-Laws requires indemnification
to the fullest extent permitted under Delaware law of any person who is or was a
director or officer of  the Issuer or  the Guarantor who is  or was involved  or
threatened  to be made  so involved in  any action, suit  or proceeding, whether
criminal, civil, administrative  or investigative,  by reason of  the fact  that
such  person is or was serving as a  director, officer or employee of the Issuer
or the  Guarantor or  any predecessor  of the  Issuer or  the Guarantor  or  was
serving  at the request of the Issuer or the Guarantor as a director, officer or
employee of any other enterprise.
 
     Section 102(b)(7) of  the DGCL permits  a provision in  the certificate  of
incorporation  of each corporation organized thereunder,  such as the Issuer and
the Guarantor, eliminating  or limiting, with  certain exceptions, the  personal
liability  of a  director to  the corporation  or its  stockholders for monetary
damages for breach of fiduciary duty as a director. Section 1, Article X of each
of the Issuer's and the Guarantor's Certificate of Incorporation eliminates  the
liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.
 
     The foregoing statements are subject to the detailed provisions of Sections
145  and 102(b)(7) of the DGCL, each of the Issuer's and the Guarantor's By-laws
and Section 1, Article X of each of the Issuer's and the Guarantor's Certificate
of Incorporation, as applicable.
 
                                      II-1
 








     The Directors' and Officers'  Liability and Reimbursement Insurance  Policy
of  the  Guarantor is  designed to  reimburse  each of  the registrants  for any
payments made by each pursuant to the foregoing indemnification. The policy  has
coverage of $50,000,000.
 
ITEM 16. EXHIBITS
 

           
  (1)         --  Proposed form of Underwriting Agreement  (filed as Exhibit 1 to  the Issuer's Registration Statement on
                Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993).*
  (4.1)       -- Indenture dated as  of June 15,  1993 between the Issuer  and The Chase  Manhattan Bank (formerly  known
                as Chemical Bank), as Trustee (filed as Exhibit 4.1 to  the  Issuer's  Registration Statement on Form S-3
                (File No. 33-57030) filed with the Commission on January 14, 1993).*
  (4.2)       --  Form of Senior Security (filed as Exhibit 4.4  to the Issuer's Registration Statement on Form S-3 (File
                No. 33-53148) filed with the Commission on October 9, 1992).*
  (4.3)       -- Second Supplemental Indenture dated as of October 10, 1996 among the Issuer, the Guarantor and The Chase
                Manhattan Bank, as Trustee (filed as Exhibit 4.1 to the Issuer's Quarterly Report on  Form  10-Q  for the
                quarter ended September 30, 1996).*
  (4.4)       -- Form of Third Supplemental Indenture  among the Issuer, the Guarantor  and The Chase Manhattan Bank,  as
                Trustee.**
  (5)         -- Opinion of Cravath, Swaine & Moore.**
 (12)         -- Statement regarding the computation of the ratio of earnings to fixed charges.**
 (23.1)       -- Consent of Ernst & Young LLP, Independent Auditors.**
 (23.2)       -- Consent of Counsel (included in Exhibit (5)).
 (23.3)       -- Consent of Arthur Andersen LLP, Independent Public Accountants.**
 (23.4)       -- Consent of Deloitte & Touche LLP, Independent Auditors.**
 (23.5)       -- Consent of Price Waterhouse LLP, Independent Accountants.**
 (23.6)       -- Consent of Price Waterhouse LLP, Independent Accountants.**
 (24.1)       -- Power of Attorney of the Issuer.**
 (24.2)       -- Power of Attorney of the Guarantor.**
 (25)         --  Statement of Eligibility and Qualification on Form T-1  of The Chase Manhattan Bank with respect to the
                Issuer and the Guarantor (bound separately).**

 
- ------------
 
  * Incorporated by reference.
 
 ** Filed herewith.
 
ITEM 17. UNDERTAKINGS
 
A. Undertakings Pursuant to Rule 415
 
     The undersigned registrants hereby undertake:
 
          (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
 
                                      II-2
 









             (iii)  to include any material information with respect to the plan
        of distribution not previously  disclosed in the Registration  Statement
        or   any  material  change  to  such  information  in  the  Registration
        Statement;
 
     provided, however, that paragraphs (a)(i) and  (a)(ii) do not apply if  the
     information  required to be included in a post-effective amendment by those
     paragraphs is  contained  in  periodic reports  filed  by  the  registrants
     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 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  registrants  hereby  undertake  that,  for  purposes  of
determining any liability under  the Securities Act, each  filing of any of  the
registrants'  annual reports 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.
 
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
registrants pursuant to the provisions described in Item 15 above, or otherwise,
the registrants have  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 registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities  being
registered,  the  registrants 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 or not 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.
 
                                      II-3










                                   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 Amendment to
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 December  2,
1996.
 
                                          TIME WARNER COMPANIES, INC.
 
                                          By:       /s/ Peter R. Haje
                                             ...................................
                                                       PETER R. HAJE
                                                 EXECUTIVE VICE PRESIDENT,
                                               SECRETARY AND GENERAL COUNSEL
 
     Pursuant  to the  requirements of the  Securities Act of  1933, as amended,
this Registration Statement  has been signed  below on December  2, 1996 by  the
following persons in the capacities indicated.
 


                SIGNATURES                                 TITLE
                ----------                                 -----
                                         
     (i) Principal Executive Officer
                    *                       Chairman and Chief Executive Officer
 .........................................
             GERALD M. LEVIN
 
     (ii) Principal Financial Officer
                    *                       Director, Senior Vice President and
 .........................................    Chief Financial Officer
           RICHARD J. BRESSLER
 
    (iii) Principal Accounting Officer

          /s/ John A. LaBarca               Vice President and Controller
 .........................................
             JOHN A. LABARCA
 
(iv) Directors

           /s/ Peter R. Haje
 .........................................
              PETER R. HAJE
                    *
 .........................................
            RICHARD D. PARSONS
 
 *By:       /s/ Peter R. Haje
      .....................................
            (ATTORNEY-IN-FACT)

 
                                      II-4
 








                                   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 December 2, 1996.
 
                                          TIME WARNER INC.
 
                                          By:       /s/ Peter R. Haje
                                             ...................................
                                                       PETER R. HAJE
                                                 EXECUTIVE VICE PRESIDENT,
                                               SECRETARY AND GENERAL COUNSEL
 
     Pursuant to the  requirements of the  Securities Act of  1933, as  amended,
this  Registration Statement has  been signed below  on December 2,  1996 by the
following persons in the capacities indicated.
 


                SIGNATURES                            TITLE
                ----------                            -----
                                         
(i) Principal Executive Officer
 
                    *                       Director, Chairman of the Board and
 ..........................................    Chief Executive Officer
            (GERALD M. LEVIN)
 
(ii) Principal Financial Officer
 
                    *                       Senior Vice President and Chief Financial Officer
 ..........................................
          (RICHARD J. BRESSLER)
 
(iii) Principal Accounting Officer
 
          /s/ John A. LaBarca               Vice President and Controller
 ..........................................
            (JOHN A. LABARCA)
 
(iv) Directors
                    *
 .........................................
              (MERV ADELSON)
                    *
 .........................................
            (J. CARTER BACOT)
                    *
 .........................................
        (LAWRENCE B. BUTTENWIESER)
                    *
 .........................................
        (BEVERLY SILLS GREENOUGH)
                    *
 .........................................
             (CARLA A. HILLS)
                    *
 .........................................
            (DAVID T. KEARNS)
                    *
 .........................................
              (REUBEN MARK)

 
                                      II-5
 










                SIGNATURES                                         TITLE
                ----------                                         -----
                                              
                    *
 .........................................
            (MICHAEL A. MILES)
                    *
 .........................................
            (J. RICHARD MUNRO)
                    *
 .........................................
           (RICHARD D. PARSONS)
                    *
 .........................................
           (DONALD S. PERKINS)
                    *
 .........................................
           (RAYMOND S. TROUBH)
                    *
 .........................................
              (R. E. TURNER)
                    *
 .........................................
        (FRANCIS T. VINCENT, JR.)

 
*By:    /s/ Peter R. Haje
      ........................
        (ATTORNEY-IN-FACT)
 
                                      II-6












                                 EXHIBIT INDEX
 


EXHIBIT
NUMBER                                         DESCRIPTION OF DOCUMENT                                          PAGE
- -------                                        -----------------------                                          ----
 
                                                                                                          
(1)      --  Proposed  form  of Underwriting  Agreement  (filed as  Exhibit  1 to  the  Issuer's Registration
           Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993)*.........
(4.1)    -- Indenture dated as  of June 15, 1993  between the Issuer and  The Chase Manhattan Bank  (formerly
           known  as Chemical Bank), as Trustee (filed as  Exhibit 4.1 to the Issuer's Registration Statement
           on Form S-3 (File No. 33-57030) filed with the Commission on January 14, 1993)*...................
(4.2)    -- Form of Senior Security (filed as Exhibit 4.4 to the Issuer's Registration Statement on Form  S-3
           (File No. 33-53148) filed with the Commission on October 9, 1992)*................................
(4.3)    --  Second Supplemental Indenture dated as  of October 10, 1996 among  the Issuer, the Guarantor and
           The Chase Manhattan Bank, as Trustee (filed as Exhibit 4.1 to the  Issuer's  Quarterly  Report  on
           Form 10-Q for the quarter ended September 30, 1996).*.............................................
(4.4)    -- Form of  Third Supplemental Indenture  among the Issuer,  the Guarantor and  The Chase  Manhattan
           Bank, as Trustee**................................................................................
(5)      -- Opinion of Cravath, Swaine & Moore**
(12)     -- Statement regarding the computation of the ratio of earnings to fixed charges**..................
(23.1)   -- Consent of Ernst & Young LLP, Independent Auditors**.............................................
(23.2)   -- Consent of Counsel (included in Exhibit (5)).....................................................
(23.3)   -- Consent of Arthur Andersen LLP, Independent Public Accountants**.................................
(23.4)   -- Consent of Deloitte & Touche LLP, Independent Auditors**.........................................
(23.5)   -- Consent of Price Waterhouse LLP, Independent Accountants**.......................................
(23.6)   -- Consent of Price Waterhouse LLP, Independent Accountants**.......................................
(24.1)   -- Power of Attorney of the Issuer**................................................................
(24.2)   -- Power of Attorney of the Guarantor**.............................................................
(25)     --  Statement of Eligibility and Qualification on Form  T-1 of The Chase Manhattan Bank with respect
           to the Issuer and the Guarantor (bound separately)**..............................................

 
- ------------
 
*   Incorporated by reference.
 
** Filed herewith.