January 26, 2006


Via U.S. Mail and facsimile at (212) 688-1158

Marc Weitzen , Esq.
Icahn Associates
767 5th Avenue, Suite 4700
New York, New York 10153

Re:	Time Warner, Inc. (the "Company")
	Communications filed on Schedule 14A pursuant to
	Rule 14a-12
      Filed by Icahn Partners et al. on December 13 and
	December 19, 2005
	File No. 001-15062

Dear Mr. Weitzen:

      We have reviewed your filings and have the following
comments. If you disagree, we will consider your explanation as
to why one or more of our comments may be inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your explanation. After reviewing your response, we may or may
not raise additional comments.

 	Please understand that the purpose of our review process is
to assist you in your compliance with the applicable requirements,
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our review. Please feel welcome to call us at the telephone number
listed at the end of this letter.

Schedule 14A filed on December 13, 2005

1. Please confirm that the participants, in future filings, will
avoid issuing statements without factual foundation that directly
or indirectly impugn the character, integrity or personal reputation
of Time Warner`s sitting Board of Directors or make charges of
improper or immoral conduct by the sitting Time Warner Board of
Directors. Please note that the factual foundation for such assertions
must be reasonable.  Refer to Note (b) of Rule 14a-9.  While we would
expect that the participants disclose the factual foundation for such
assertions in future communications filed under cover of Schedule
14A, please immediately provide us with factual support for the
following statement concerning the alleged secret dismissals of
proposals to increase shareholder value:

"We believe that shareholders need full disclosure and facts...not
more spin...while the Board secretly dismisses proposals to
increase shareholder value..."

Schedule 14A filed on December 19, 2005

2. Please confirm that the participants, in future filings, will
avoid issuing statements without factual foundation that directly
make charges of illegal conduct by the sitting Time Warner Board
of Directors.  Please note that the factual foundation for such
assertions must be reasonable.  Refer to Note (b) of Rule 14a-9.
While we would expect that the participants disclose the factual
foundation for such assertions in future communications filed
under cover of Schedule 14A, please immediately provide us with
factual support for the following statement concerning the alleged
breach of fiduciary duty that will result upon execution of a
contract with Google:

"On the eve of a proxy contest, I believe it would be a blatant
breach of fiduciary duty to enter into an agreement with Google
that would either foreclose the possibility of entering into a
transaction that would be more beneficial to Time Warner
shareholders or make such a transaction more difficult to achieve."

3. Explain to us why the impending proxy contest is relevant to
the determination of whether or not a breach of fiduciary duty will
occur.  In addition, please identify for us the type of fiduciary
duty that will be breached if Time Warner enters into an agreement
as cited above.

4. We note the statement that Mr. Icahn, through his control of
the Icahn Parties, "may be deemed to be the indirect beneficial
owner" of 55,424,900 shares...of Time Warner common stock.  Explain
to us the circumstances under which Mr. Icahn would not be deemed
to be the indirect beneficial owner of such shares.  Alternatively,
please confirm that future filings will not use the language "may be
deemed" to describe Mr. Icahn`s beneficial ownership interest in the
55,424,900 shares.

5. We note the statement, "However, neither the fact of this
filing nor anything contained herein shall be deemed to be an
admission by any of such parties that it is the beneficial owner
of any shares of Common Stock beneficially owned by any other parties,
except as otherwise disclosed herein."  Please advise us the basis
upon which the Icahn Parties, as defined in your filing, have reported
any beneficial ownership as required by Rule 14a-12(a)(1)(i) given
the cited language above in general and "neither the fact of this
filing"  language in particular.  See In the Matter of the Coca Cola
Company, Exchange Act Release No.13655, January 21, 1977.

6. Please be advised the staff continues to evaluate the
participants` compliance with Rule 14a-12(a)(1)(i) and may request
that the filing parties clearly present their interests in a tabular
format in a future filing.

Closing Comments

 	Please furnish a cover letter with your responses to our
comments and provides any requested supplemental information.
Please understand that we may have additional comments after
reviewing any amendments to your filings and responses to our
comments.

 	In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filings
or in response to our comments on your filings.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.

      Please direct any questions to me at (202) 551-3266.

Sincerely,



Nicholas P. Panos
Special Counsel
Office of Mergers and Acquisitions