EXHIBIT 31.2

                                 CERTIFICATIONS

I, Wayne H. Pace, certify that:

         1.       I have reviewed this annual report on Form 10-K of Time Warner
                  Inc.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) and internal control over financial
                  reporting (as defined in Exchange Act Rules 13a-15(f) and
                  15d-15(f)) for the registrant and have:

                           (a)      Designed such disclosure controls and
                  procedures, or caused such disclosure controls and procedures
                  to be designed under our supervision, to ensure that material
                  information relating to the registrant, including its
                  consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this report is being prepared;

                           (b)      Designed such internal control over
                  financial reporting, or caused such internal control over
                  financial reporting to be designed under our supervision, to
                  provide reasonable assurance regarding the reliability of
                  financial reporting and the preparation of financial
                  statements for external purposes in accordance with generally
                  accepted accounting principles;

                           (c)      Evaluated the effectiveness of the
                  registrant's disclosure controls and procedures and presented
                  in this report our conclusions about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this report based on such evaluation; and

                           (d)      Disclosed in this report any change in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  (the registrant's fourth fiscal quarter in the case of an
                  annual report) that has materially affected, or is reasonably
                  likely to materially affect, the registrant's internal control
                  over financial reporting; and

    5.            The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                           (a)      All significant deficiencies and material
                  weaknesses in the design or operation of internal control over
                  financial reporting which are reasonably likely to adversely
                  affect the registrant's ability to record, process, summarize
                  and report financial information; and

                           (b)      Any fraud, whether or not material, that
                  involves management or other employees who have a significant
                  role in the registrant's internal control over financial
                  reporting.


Date: March 11, 2005                       By: /s/ Wayne H. Pace
                                              ---------------------------------
                                              Name:    Wayne H. Pace
                                              Title:   Chief Financial Officer
                                                       Time Warner Inc.