On March 27, 2009, Time Warner Inc. (the "Company") filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of Delaware, which became effective at 7:00 p.m., Eastern time. The Certificate of Amendment effected the previously approved reverse stock split of the Company's outstanding and treasury common stock at a ratio of one-for-three (the "Reverse Stock Split"). The reverse stock split was implemented in connection with the spin-off of Time Warner Cable Inc. from the Company.

As a result of the amendment to the Company's Restated Certificate of Incorporation, the Company's authorized share capital was reduced to 9.68 billion shares, consisting of (1) 750 million shares of preferred stock, par value $0.10 per share, (2) 8.33 billion shares of common stock, par value $0.01 per share, and (3) 600 million shares of series common stock, par value $0.01 per share. As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced to approximately 1.2 billion. The new CUSIP number for the Company's common stock is 887317 303.

A copy of the Certificate of Amendment as filed with the Secretary of State of Delaware is filed as Exhibit 3.1 to this report and is hereby incorporated by reference. On March 27, 2009, the Company issued a press release announcing the completion of the Reverse Stock Split. The press release is attached as Exhibit 99.1 to this report.

The Company currently has 19 registration statements on Form S-8 on file with the Securities and Exchange Commission (the "SEC") that register shares offered pursuant to awards under incentive compensation and savings plans. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the offerings covered by registration statements filed on Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this report is therefore intended to be automatically incorporated by reference into each of the active registration statements on Form S-8 listed below, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of common stock deemed to be covered by each of the following effective registration statements of the Company will be proportionately reduced to give effect to the Reverse Stock Split:

1. Registration Statement No. 333-142536 on Form S-8
2. Registration Statement No. 333-137292 on Form S-8
3. Registration Statement No. 333 137291 on Form S-8
4. Registration Statement No. 333-132070 on Form S-8
5. Registration Statement No. 333-123276 on Form S-8
6. Registration Statement No. 333-116118 on Form S-8
7. Registration Statement No. 333-105384 on Form S-8
8. Registration Statement No. 333-104134 on Form S-8
9. Registration Statement No. 333-102787 on Form S-8 10. Registration Statement No. 333-84858 on Form S-8 11. Registration Statement No. 333 65692 on Form S-8
12. Registration Statement No. 333-65350 on Form S-8
13. Registration Statement No. 333-53568 on Form S-8
14. Registration Statement No. 333-53572 on Form S-8
15. Registration Statement No. 333-53574 on Form S-8
16. Registration Statement No. 333-53576 on Form S-8
17. Registration Statement No. 333-53578 on Form S-8
18. Registration Statement No. 333-157446 on Form S-8
19. Registration Statement No. 333-157448 on Form S-8

Item 9.01  Financial Statements and Exhibits.

Exhibit        Description


3.1            Certificate of Amendment, dated March 27, 2009, to Time Warner
               Inc.'s Restated Certificate of Incorporation, filed with the
               Secretary of State of Delaware on March 27, 2009.

99.1           Press Release issued March 27, 2009 by Time Warner Inc.