EXHIBIT 24.1
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TIME WARNER INC., a Delaware corporation (the 'Corporation'),
hereby constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE, JOHN A.
LABARCA, GERALD M. LEVIN and RICHARD D. PARSONS, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power to act without the
others, for him or her and in his or her name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-3 or other appropriate
form and any and all amendments to such Registration Statements (including
post-effective amendments), to be filed with the Securities and Exchange
Commission in connection with (a) the 'shelf' registration pursuant to Rule 415
under the provisions of the Securities Act of 1933, as amended, of securities of
up to $2.6 billion aggregate initial offering price of one or more of the
following (i) debt securities issued by the Corporation, (ii) securities of the
Corporation convertible into shares of Common Stock, par value $.01 per share
('Common Stock'), of the Corporation, (iii) rights or warrants to acquire any
such debt or Common Stock and (iv) other securities of the Corporation, in any
combination thereof, and (b) the registration of shares of Common Stock issuable
upon conversion of the debt securities or upon exercise of the rights or
warrants referred to above, with power where appropriate to affix thereto the
corporate seal of the Corporation and to attest said seal, and to file such
Registration Statements, including in each case a form of prospectus, and any
and all amendments and post-effective amendments to such Registration
Statements, and any subsequent registration statements filed by the Corporation
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
name as of the 16th day of July, 1998.
 

                                                     
(i) Principal Executive Officer:
 
                 /S/ GERALD M. LEVIN
 .....................................................
                   GERALD M. LEVIN,
         DIRECTOR, CHAIRMAN OF THE BOARD AND
               CHIEF EXECUTIVE OFFICER
 
(ii) Principal Financial Officer:
 
               /S/ RICHARD J. BRESSLER
 .....................................................
                 RICHARD J. BRESSLER,
 EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
 
(iii) Principal Accounting Officer:
 
                 /S/ JOHN A. LABARCA
 .....................................................
                   JOHN A. LABARCA,
         SENIOR VICE PRESIDENT AND CONTROLLER

 


                                                     
(iv) Directors:
 
                         /S/ MERV ADELSON                                /S/ J. CARTER BACOT
 .....................................................  ......................................................
                    MERV ADELSON,                                          J. CARTER BACOT,
                       DIRECTOR                                                DIRECTOR
 
                  /S/ STEPHEN F. BOLLENBACH                              /S/ JOHN C. DANFORTH
 .....................................................  ......................................................
                STEPHEN F. BOLLENBACH,                                    JOHN C. DANFORTH,
                       DIRECTOR                                                DIRECTOR
 
                /S/ BEVERLY SILLS GREENOUGH                              /S/ GERALD GREENWALD
 .....................................................  ......................................................
               BEVERLY SILLS GREENOUGH,                                   GERALD GREENWALD,
                       DIRECTOR                                                DIRECTOR
 
                        /S/ CARLA A. HILLS                                 /S/ REUBEN MARK
 .....................................................  ......................................................
                   CARLA A. HILLS,                                           REUBEN MARK,
                       DIRECTOR                                                DIRECTOR
 
                      /S/ MICHAEL A. MILES                              /S/ RICHARD D. PARSONS
 .....................................................  ......................................................
                  MICHAEL A. MILES,                                      RICHARD D. PARSONS,
                       DIRECTOR                                         DIRECTOR AND PRESIDENT
 
                          /S/ R. E. TURNER                           /S/ FRANCIS T. VINCENT, JR.
 .....................................................  ......................................................
                    R. E. TURNER,                                      FRANCIS T. VINCENT, JR.,
                       DIRECTOR                                                DIRECTOR