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, GERALD M.
LEVIN, PHILIP R. LOCHNER, JR., 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 a Registration Statement on Form S-3 or other
appropriate form and any and all amendments to any such Registration Statement
(including post-effective amendments) and any subsequent Reqistration Statements
filed by the Corporation pursuant to Rule 462(b) of the Securities Act of 1933,
as amended (the "Securities Act"), to be filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of (i)
preferred trust securities (the "Preferred Securities"), from which up to
$600,000,000 in aggregate proceeds will be received by certain trusts, each a
statutory business trust formed under the laws of the State of Delaware, of
which all of the common securities are to be held by the Corporation, (ii)
unsecured subordinated debentures of the Corporation to be offered from time to
time (the "Subordinated Debentures"), from which the Corporation will receive up
to $600,000,000 in aggregate proceeds, and (iii) Guarantees by the Corporation
of the payment of distributions out of moneys held by such trusts and payments
on liquidation of such trusts or the redemption of such Preferred Securities,
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 a form of prospectus, and any and all supplements, amendments and 
post-effective amendments to such Registration Statement, and any subsequent
Registration Statement filed by the Corporation pursuant to Rule 462(b) of the
Securities Act, 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

 
                                                                               2

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          day of              , 1995.

(i) Principal Executive
    Officers:

- ---------------------------------       ---------------------------------
Gerald M. Levin                          Richard D. Parsons
Director, Chairman of the Board         Director and President
and Chief Executive Officer

(ii) Principal Financial                (iii) Principal Accounting
     Officer:                                 Officer:

- ---------------------------------       ---------------------------------
Richard J. Bressler,                    John A. LaBarca,
Senior Vice President and               Vice President and
Chief Financial Officer                 Controller


(iv) Directors:

- ---------------------------------       ---------------------------------
Merv Adelson,                           Carla A. Hills,
Director                                Director


- ---------------------------------       ---------------------------------
Lawrence B. Buttenwieser,               David T. Kearns,
Director                                Director


- ---------------------------------       ---------------------------------
Edward S. Finkelstein,                  Henry Luce III,
Director                                Director


- ---------------------------------       ---------------------------------
Beverly Sills Greenough,                Reuben Mark,
Director                                Director

 
                                                                               3

- ---------------------------------
Michael A. Miles,
Director


- ---------------------------------
J. Richard Munro,
Director


- ---------------------------------
Donald S. Perkins,
Director


- ---------------------------------
Raymond S. Troubh,
Director


- ---------------------------------
Francis T. Vincent, Jr.,
Director