EXHIBIT 23.2
                                                                    ------------


                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of AOL Time Warner
Inc. ("AOL Time Warner") for the registration of the resale of AOL Time Warner
common stock, par value $0.01 per share, by the selling stockholder named
therein, and to the incorporation by reference therein of our report dated
January 30, 2002, with respect to the financial statements and schedule of Time
Warner Telecom Inc. as of and for the year ended, December 31, 2001,
incorporated by reference in AOL Time Warner's Annual Report on Form 10-K for
the year ended December 31, 2001, as amended by Amendment No. 3 on Form 10-K/A,
filed with the Securities and Exchange Commission.


/s/ ERNST & YOUNG LLP


Denver, Colorado
February 5, 2003