SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to ss. 240.14a-12

                                Time Warner Inc.

                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                          Icahn Partners Master Fund LP
                       American Real Estate Partners, L.P.
                                  Carl C. Icahn
                          Franklin Mutual Advisers, LLC
                                JANA Partners LLC
                             JANA Master Fund, Ltd.
                          S.A.C. Capital Advisors, LLC
                         S.A.C. Capital Associates, LLC
                              Frank J. Biondi, Jr.

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:

     2) Aggregate number of securities to which transaction applies:

     3) Per unit  price  or  other  underlying  value  of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date Filed:



     On February 6, 2006,  Icahn  Management LP sent out an email  regarding the
presentation  of the report on Time Warner Inc.  that was prepared by Lazard and
delivered to the Icahn Group.  A copy of the email is filed  herewith as Exhibit
2.

SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO THE  SOLICITATION  OF PROXIES BY ICAHN  PARTNERS LP,  ICAHN  PARTNERS
MASTER FUND LP, AMERICAN REAL ESTATE PARTNERS,  L.P.,  FRANKLIN MUTUAL ADVISERS,
LLC, JANA PARTNERS LLC, JANA MASTER FUND, LTD., S.A.C.  CAPITAL  ADVISORS,  LLC,
S.A.C.  CAPITAL  ASSOCIATES,  LLC,  FRANK J.  BIONDI,  JR. AND  CERTAIN OF THEIR
RESPECTIVE  AFFILIATES FROM THE  STOCKHOLDERS OF TIME WARNER INC. FOR USE AT ITS
ANNUAL MEETING WHEN THEY BECOME  AVAILABLE,  BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION,  INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION.  WHEN COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO  STOCKHOLDERS  OF TIME WARNER INC. AND WILL BE AVAILABLE AT NO
CHARGE   AT   THE    SECURITIES   AND   EXCHANGE    COMMISSION'S    WEBSITE   AT
HTTP://WWW.SEC.GOV.  INFORMATION  RELATING  TO THE  PARTICIPANTS  IN SUCH  PROXY
SOLICITATION IS CONTAINED IN EXHIBIT 1 HERETO.




                                                                       EXHIBIT 1
                                                                       ---------


                                  PARTICIPANTS


     The  participants  in the  solicitation  of  proxies  (the  "Participants")
include the  following:  Icahn  Partners LP ("Icahn  Partners"),  Icahn Partners
Master Fund LP ("Icahn Master"),  American Real Estate Partners,  L.P. ("AREP"),
Mr. Carl C. Icahn,  Mr.  Vincent J.  Intrieri,  Mr. Keith A.  Meister,  Mr. Nick
Graziano, Franklin Mutual Advisers, LLC ("FMA"), Mr. Michael Embler, Ms. Mandana
Hormozi, Mr. Peter Langerman,  JANA Partners LLC ("JANA Partners"),  JANA Master
Fund, Ltd. ("JANA Master"),  Mr. Barry Rosenstein,  S.A.C. Capital Advisors, LLC
("SAC Advisors"), S.A.C. Capital Associates, LLC ("SAC Associates"),  Mr. Steven
A. Cohen,  Mr. David L. Older,  Mr. Drew E.  Gillanders and Mr. Frank J. Biondi,
Jr.

     Icahn Partners,  Icahn Master and AREP (collectively,  the "Icahn Parties")
are entities  controlled by Carl C. Icahn.  Carl C. Icahn is a principal of each
of the Icahn  Parties.  Keith A. Meister,  Nick Graziano and Vincent J. Intrieri
are employees  and/or officers or directors of one or more of the Icahn Parties.
Each of Messrs.  Icahn,  Meister,  Graziano  and  Intrieri  may  participate  in
soliciting proxies from Time Warner stockholders.  Messrs. Meister, Graziano and
Intrieri do not own beneficially any interest in securities of Time Warner,  and
will not receive any special compensation in connection with such solicitation.

     Franklin Mutual Advisers,  LLC ("FMA") is an investment adviser to a number
of investment  companies which beneficially own common stock of Time Warner. Mr.
Embler,  Mr.  Langerman and Ms. Hormozi are employees and/or officers of FMA who
may also  participate  in  soliciting  proxies  from Time  Warner  stockholders.
Messrs.  Embler  and  Langerman  and Ms.  Hormozi  do not own  beneficially  any
interest  in  securities  of Time  Warner,  and will  not  receive  any  special
compensation in connection with such solicitation.

     JANA  Partners  and JANA  Master  (collectively,  the "JANA  Parties")  are
entities  controlled  by Mr.  Rosenstein  and Gary  Claar.  Mr.  Rosenstein  may
participate in soliciting proxies from Time Warner stockholders.

     SAC  Advisors  is  controlled  by  Mr.  Cohen.  Pursuant  to an  investment
agreement,  SAC  Advisors  has  investment  and voting power with respect to the
securities  held  by SAC  Associates  (together  with  SAC  Advisors,  the  "SAC
Parties"). Mr. Older is an employee of CR Intrinsic Investors, LLC, an affiliate
of SAC Advisors,  and Mr.  Gillanders  is an employee of SAC  Advisors.  Each of
Messrs.  Cohen,  Older and Gillanders may participate in soliciting proxies from
Time Warner  stockholders.  Messrs. Older and Gillanders do not own beneficially
any  interest in  securities  of Time  Warner,  and will not receive any special
compensation in connection with such solicitation.

     Frank J.  Biondi,  Jr. is a managing  director of WaterView  Advisors  LLC,
which serves as the investment manager for WaterView  Partners,  L.P., a private
equity  partnership.  Mr. Biondi may participate in soliciting proxies from Time
Warner stockholders.








                           Beneficial Ownership Table*
                           ---------------------------

                               Shares of              Percentage of
Name                          Common Stock             Outstanding

                                                

Icahn Parties (1)(6)           61,938,842                 1.35%

FMA (2)(6)                     29,098,525                 0.64%

JANA Parties (3)(6)            30,003,200                 0.66%

SAC Parties (4)(6)             29,000,000                 0.63%

Frank Biondi (5)(6)                25,200                 0.0006%

     TOTAL                    150,065,767                 3.28%




* Details of beneficial ownership set forth in items (1), (2), (3), (4), (5) and
(6) below.  Number of shares of Common Stock may include shares  underlying call
options. Percentages based on the 4,575,364,733 shares of Common Stock stated by
Time  Warner  Inc. to be  outstanding  as of October  28, 2005 in its  Quarterly
Report on 10-Q filed with the SEC on November 2, 2005.


     (1) The Icahn Parties
         -----------------

     Icahn Partners is a Delaware limited partnership principally engaged in the
business of investing in  securities.  Icahn  Onshore LP ("Icahn  Onshore") is a
Delaware limited partnership  primarily engaged in the business of acting as the
general  partner of Icahn  Partners.  CCI Onshore  Corp.  ("CCI  Onshore")  is a
Delaware corporation  primarily engaged in the business of acting as the general
partner of Icahn Onshore. CCI Onshore is wholly owned by Mr. Icahn.

     Icahn Master is a Cayman Islands exempted limited  partnership  principally
engaged in the business of investing in  securities.  Icahn  Offshore LP ("Icahn
Offshore") is a Delaware limited  partnership  primarily engaged in the business
of acting as the general  partner of Icahn  Master.  CCI  Offshore  Corp.  ("CCI
Offshore") is a Delaware corporation primarily engaged in the business of acting
as the general  partner of Icahn  Offshore.  CCI Offshore is wholly owned by Mr.
Icahn.

     AREP is a publicly-traded  Delaware master limited partnership engaged in a
variety of businesses,  including rental real estate,  real estate  development,
hotel  and  resort  operations,   hotel  and  casino  operations,  oil  and  gas
exploration  and  production,  home fashions and  investments in equity and debt
securities.  American Property Investors, Inc. ("API") is a Delaware corporation
primarily  engaged in the  business  of acting as the  general  partner of AREP.
Beckton Corp.  ("Beckton") is a Delaware  corporation  primarily  engaged in the
business of holding the stock of API. Beckton is wholly owned by Mr. Icahn.

     Carl C. Icahn is a principal of the Icahn Parties. Through his ownership of
CCI Onshore,  CCI Offshore and Beckton,  Mr. Icahn indirectly controls the Icahn
Parties.  Vincent J. Intrieri,  Nick Graziano and Keith A. Meister are employees
and/or  officers or  directors  of one or more of the Icahn  Parties and various
other entities controlled by Mr. Icahn.

     Mr.  Icahn,  through  his  control of the Icahn  Parties,  is the  indirect
beneficial owner of 61,938,842 shares (including shares underlying call options)
of common stock ("Common Stock") of Time Warner, which represents  approximately
1.35% of outstanding shares of Common Stock as of the date hereof.

     Icahn Master is the direct beneficial owner of 28,314,472 shares (including
shares  underlying  call  options) of the Common  Stock,  Icahn  Partners is the
direct  beneficial owner of 21,321,580  shares (including shares underlying call
options)  of the  Common  Stock  and  AREP is the  direct  beneficial  owner  of
12,302,790  shares  of  the  Common  Stock  (including  shares  underlying  call
options).  Icahn  Offshore,  as the  general  partner of Icahn  Master,  and CCI
Offshore, as the general partner of Icahn Offshore, are each indirect beneficial
owners of the  shares of Common  Stock  directly  owned by Icahn  Master.  Icahn
Onshore,  as the general  partner of Icahn  Partners,  and CCI  Onshore,  as the
general  partner of Icahn Onshore,  are each indirect  beneficial  owners of the
shares of Common Stock  directly  owned by Icahn  Partners.  API, as the general
partner of AREP, and Beckton,  as the sole stockholder of API, are each indirect
beneficial  owners of the shares of Common Stock directly owned by AREP. Carl C.
Icahn, as the sole stockholder of each of CCI Offshore, CCI Onshore and Beckton,
is the indirect beneficial owner of the shares of Common Stock directly owned by
Icahn Master, Icahn Partners and AREP.

     (2) The Franklin Parties
         --------------------

     FMA is a Delaware  limited  liability  company  registered as an investment
advisor with the U.S. Securities and Exchange  Commission.  Pursuant to advisory
contracts with each of its investment  company clients,  FMA has sole investment
and  voting  discretion  over the  shares  of the  Common  Stock of Time  Warner
beneficially  owned by its  advisory  funds.  FMA is a  subsidiary  of  Franklin
Resources,  Inc., a publicly-listed global investment  organization operating as
Franklin Templeton Investments.

     Michael  Embler is Chief  Investment  Officer and Senior Vice  President of
FMA. Mandana Hormozi is a research analyst for FMA. Peter Langerman is president
and CEO of FMA and chairman of Franklin  Mutual  Series Funds Inc.,  whose funds
comprise the majority of assets managed by FMA.

     FMA,  through its control of the shares owned by its advisory funds, may be
deemed  to be the  beneficial  owner  of  29,098,525  shares  (including  shares
underlying call options) of Time Warner, which represents approximately 0.64% of
outstanding shares of Common Stock as of the date hereof.

     (3) The JANA Parties
         ----------------

     JANA Partners is a Delaware limited liability company  principally  engaged
in the business of making investments.  JANA Master is a Cayman Islands exempted
company principally engaged in the business of making investments. JANA Partners
serves as the investment  manager to JANA Master and a separate managed account.
Barry Rosenstein is the founder and managing partner of JANA Partners.

     JANA Master is the direct  beneficial owner of 28,450,012 shares (including
shares underlying call options) of Common Stock, which represents  approximately
0.62% of outstanding  shares of Common Stock as of the date hereof. In addition,
a separate  account managed by JANA Partners is the direct  beneficial  owner of
1,553,188  shares  (including  shares  underlying call options) of Common Stock,
which represents  approximately  0.034% of outstanding shares of Common Stock as
of the date  hereof.  As the  investment  manager of JANA Master and the managed
account,  JANA Partners may be deemed to be an indirect  beneficial owner of the
30,003,200 shares of Common Stock directly beneficially owned by JANA Master and
the managed account.  As the managing partner of JANA Partners,  Mr.  Rosenstein
may be deemed to be an indirect beneficial owner of such shares.

     (4) The SAC Parties
         ---------------

     SAC Advisors is a Delaware limited liability company principally engaged in
the  business  of serving as  investment  manager to private  investment  funds,
including SAC Associates. SAC Associates is a private investment fund that is an
Anguillan  limited  liability  company.  Steven A. Cohen is a  principal  of SAC
Advisors.  David L. Older is an  employee  of CR  Intrinsic  Investors,  LLC, an
affiliate  of SAC  Advisors,  and  Drew  E.  Gillanders  is an  employee  of SAC
Advisors.

     SAC  Associates  is the direct  beneficial  owner of  29,000,000  shares of
Common Stock,  which  represents  approximately  0.63% of outstanding  shares of
Common Stock as of the date hereof.  SAC Advisors,  as investment manager to SAC
Associates,  may be deemed to be the indirect  beneficial  owner of such shares.
Mr.  Cohen,  through  his control of SAC  Advisors,  may also be deemed to be an
indirect beneficial owner of such shares.

     (5) Frank J. Biondi, Jr.
         --------------------

     Frank J.  Biondi,  Jr. is a managing  director of WaterView  Advisors  LLC,
which serves as the investment manager for WaterView  Partners,  L.P., a private
equity  partnership.  Mr.  Biondi  is the  beneficial  owner  of  25,200  shares
(including  shares  held in an  estate-planning  trust) of Common  Stock,  which
represents approximately 0.0006% of outstanding shares of Common Stock as of the
date hereof.

     (6) Additional Information
         ----------------------

     In addition, the Icahn Parties, FMA, the JANA Parties, the SAC Parties, Mr.
Biondi and  certain of their  respective  affiliates  may each be deemed to be a
member of a "group"  (within the meaning of Section  13(d)(3) of the  Securities
Exchange Act of 1934, as amended),  which group  beneficially  owns  150,065,767
shares (including shares underlying call options) of Common Stock,  representing
approximately 3.28% of outstanding shares of Common Stock as of the date hereof.
However,  neither the fact of this filing nor anything contained herein shall be
deemed  to be an  admission  by any of (i) the Icahn  Parties  that they are the
beneficial owners of shares of Common Stock beneficially owned by Franklin,  the
JANA Parties,  the SAC Parties or Frank Biondi,  (ii) Franklin that they are the
beneficial  owners of shares of  Common  Stock  beneficially  owned by the Icahn
Parties,  the JANA  Parties,  the SAC  Parties or Frank  Biondi,  (iii) the JANA
Parties  that  they  are  the  beneficial  owners  of  shares  of  Common  Stock
beneficially  owned by the Icahn  Parties,  Franklin,  the SAC  Parties or Frank
Biondi,  (iv) the SAC Parties that they are the  beneficial  owners of shares of
Common Stock beneficially owned by the Icahn Parties, Franklin, the JANA Parties
or Frank Biondi,  or (v) Frank Biondi that he is the beneficial  owner of shares
of Common Stock  beneficially  owned by the Icahn  Parties,  Franklin,  the JANA
Parties or the SAC Parties.



                                                                       EXHIBIT 2
                                                                       ---------


As you may have heard,  Bruce Wasserstein will be presenting the Lazard study on
strategic options for Time Warner tomorrow.  The presentation by Bruce, Carl and
Frank  Biondi  will take place at the St.  Regis at 3:30pm.  There will be a web
cast as well as a  dial-in  available  if you  would  like to  listen  in to the
meeting.  The Lazard study will be made  available on the web site  tomorrow and
may be down loaded at any time after that. Please be aware that the book is over
300 pages long. I have attached the press  announcement  with the details.  Hope
you will be able to join us  either  over the phone or in person if you can stop
by.

Please let me know if you have any questions.

Regards,
Rupal

Icahn Management LP
Rupal D. Doshi
Chief Operating Officer
Head of Investor Relations
767 Fifth Avenue
47th Floor
New York, NY 10153
tel: +1 212 702 4378
email:  rdoshi@icahnmgmt.com
        --------------------


SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO THE  SOLICITATION  OF PROXIES BY ICAHN  PARTNERS LP,  ICAHN  PARTNERS
MASTER FUND LP, AMERICAN REAL ESTATE PARTNERS,  L.P.,  FRANKLIN MUTUAL ADVISERS,
LLC, JANA PARTNERS LLC, JANA MASTER FUND, LTD., S.A.C.  CAPITAL  ADVISORS,  LLC,
S.A.C.  CAPITAL  ASSOCIATES,  LLC,  FRANK J.  BIONDI,  JR. AND  CERTAIN OF THEIR
RESPECTIVE  AFFILIATES FROM THE  STOCKHOLDERS OF TIME WARNER INC. FOR USE AT ITS
ANNUAL MEETING WHEN THEY BECOME  AVAILABLE,  BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION,  INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION.  WHEN COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO  STOCKHOLDERS  OF TIME WARNER INC. AND WILL BE AVAILABLE AT NO
CHARGE   AT   THE    SECURITIES   AND   EXCHANGE    COMMISSION'S    WEBSITE   AT
HTTP://WWW.SEC.GOV.  INFORMATION  RELATING  TO THE  PARTICIPANTS  IN SUCH  PROXY
SOLICITATION  IS  CONTAINED  IN  EXHIBIT 1 TO THE  SCHEDULE  14A FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION BY ICAHN PARTNERS LP ON FEBRUARY 6, 2006.





FOR IMMEDIATE RELEASE


LAZARD TO PRESENT REPORT ON TIME WARNER

FRANK BIONDI AND CARL ICAHN
TO COMMENT ON LAZARD REPORT

New York,  February 3, 2006 - Carl Icahn  announced today that Lazard Chairman &
CEO Bruce Wasserstein will present and discuss Lazard's  comprehensive  analysis
of Time Warner Inc.  (NYSE:TWX) on Tuesday,  February 7, 2006, at 3:30 pm EST in
New York City at the St. Regis Hotel,  located at Two East 55th Street  (between
5th and Madison Aves.), 20th Floor. Joining Mr. Wasserstein will be Frank Biondi
and Mr. Icahn.

The  presentation  will be open to  shareholders,  analysts,  and members of the
media.

Q&A will follow.

WEB CAST:
The event  will be  accessible  via live Web cast on  www.enhancetimewarner.com.
This Web site will formally launch on February 7, 2006 at 3:30 pm.

DIAL IN:
The event may also be  accessed  by  calling:  1-800-289-0726  (US toll free) or
913-981-5545 (international), User Passcode 9203764 (required).

PRESENTATION MATERIALS:
A copy of the Lazard Report and other  presentation  materials will be available
for  download  beginning  at  3:30  p.m.  on the  day of  the  presentation  at:
www.enhancetimewarner.com.  In  addition,  throughout  the  conduct of the proxy
contest, various materials and updates will be posted to this Web site.

For additional information, please contact:
Susan Gordon
Icahn Associates Corp.
(212) 702-4309

SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO THE  SOLICITATION  OF PROXIES BY ICAHN  PARTNERS LP,  ICAHN  PARTNERS
MASTER FUND LP, AMERICAN REAL ESTATE PARTNERS,  L.P.,  FRANKLIN MUTUAL ADVISERS,
LLC, JANA PARTNERS LLC, JANA MASTER FUND, LTD., S.A.C.  CAPITAL  ADVISORS,  LLC,
S.A.C.  CAPITAL  ASSOCIATES,  LLC,  FRANK J.  BIONDI,  JR. AND  CERTAIN OF THEIR
RESPECTIVE  AFFILIATES FROM THE  STOCKHOLDERS OF TIME WARNER INC. FOR USE AT ITS
ANNUAL MEETING WHEN THEY BECOME  AVAILABLE,  BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION,  INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION.  WHEN COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO  STOCKHOLDERS  OF TIME WARNER INC. AND WILL BE AVAILABLE AT NO
CHARGE   AT   THE    SECURITIES   AND   EXCHANGE    COMMISSION'S    WEBSITE   AT
HTTP://WWW.SEC.GOV.  INFORMATION  RELATING  TO THE  PARTICIPANTS  IN SUCH  PROXY
SOLICITATION  IS  CONTAINED  IN  EXHIBIT 1 TO THE  SCHEDULE  14A FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION BY ICAHN PARTNERS LP ON FEBRUARY 3, 2006.