Exhibit 3.(i)(b)

                 CERTIFICATE OF INCREASE OF THE NUMBER OF SHARES
                   OF SERIES COMMON STOCK OF TIME WARNER INC.
                    DESIGNATED AS SERIES LMCN-V COMMON STOCK

                         (Pursuant to Section 151 of the
              General Corporation Law of the State of Delaware)

     The Restated Certificate of Incorporation, as amended to date, of
Time Warner Inc., a Delaware corporation (the "Corporation"), authorizes
2.45 billion shares of capital stock, which consists of 2.0 billion
shares of Common Stock, 200 million shares of Series Common Stock and 250
million shares of Preferred Stock.

     The Corporation certifies that, pursuant to authority conferred on
the Board of Directors of the Corporation by its Restated Certificate of
Incorporation and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Board of Directors
of the Corporation, at a meeting thereof duly called and held on July 17,
1997, at which a quorum was present and acting throughout, duly adopted
the following resolution:

          RESOLVED that pursuant to the authority expressly
     granted and vested in the Board of Directors of the
     Corporation in accordance with the provisions of its Restated
     Certificate of Incorporation, as amended, the number of
     shares of Series Common Stock of the Corporation designated
     as Series LMCN-V Common Stock, par value $.01 per share, be
     increased from 60,000,000 to 65,000,000 and that the Chief
     Executive Officer, the President or any Vice President and
     the Secretary or any Assistant Secretary of the Corporation
     be and hereby are authorized and directed in the name and on
     behalf of the Corporation to  execute and file a Certificate
     of Increase with the Secretary of State of the State of Delaware
     and to take any and all other actions as they or any one of
     them deem necessary or appropriate to effectuate this resolution;

     Accordingly, by the filing of this Certificate of Increase, the
number of shares of Series Common Stock of the Corporation designated as
Series LMCN-V Common Stock, par value $.01 per share, is hereby increased
from 60,000,000 to 65,000,000.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal
to be affixed hereto and this Certificate of Increase to be signed by its
Executive Vice President this 12th day of August, 1997.

                              TIME WARNER INC.

                              By ________________________
                                   Peter R. Haje
                                   Executive Vice President