Exhibit 10.3

                  VOTING   AGREEMENT,   dated  as  of  January  10,  2000  (this
"Agreement"),  among  America  Online,  Inc., a Delaware  corporation  ("America
Online"),  and the  stockholders  of Time Warner  Inc.,  a Delaware  corporation
("Time   Warner"),   that  are  parties  hereto  (each,  a  "Stockholder"   and,
collectively, the "Stockholders").

                              W I T N E S S E T H:

                  WHEREAS, America Online and Time Warner are, concurrently with
the  execution  and delivery of this  Agreement,  entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement;" capitalized
terms used without definition herein having the meanings assigned to them in the
Merger  Agreement),  pursuant  to which Time  Warner  will  engage in a business
combination  in a merger  of  equals  with  America  Online  (the  "Time  Warner
Merger"); and

                  WHEREAS, as of the date hereof, each Stockholder is the record
and  beneficial  owner of the number of shares of common stock,  par value $0.01
per share,  of Time Warner  ("Time Warner  Common  Stock"),  as set forth on the
signature  page hereof  beneath such  Stockholder's  name (with  respect to each
Stockholder,  such Stockholder's "Existing Shares" and, together with any shares
of Time  Warner  Common  Stock  or other  voting  capital  stock of Time  Warner
acquired after the date hereof, whether upon the exercise of warrants,  options,
conversion of convertible securities or otherwise, such Stockholder's "Shares");

                  NOW  THEREFORE,  in  consideration  of the  foregoing  and the
mutual representations,  warranties,  covenants and agreements herein contained,
and intending to be legally bound hereby, the parties hereto agree as follows:

                                    ARTICLE I

                                     VOTING

                  1.1 Agreement to Vote. Each Stockholder  hereby agrees that it
shall,  and shall cause the holder of record on any  applicable  record date to,
from time to time,  at the request of America  Online,  at any meeting  (whether
annual or special  and  whether or not an  adjourned  or  postponed  meeting) of
stockholders of Time Warner,  however called,  or in connection with any written
consent of the holders of Time Warner  Common  Stock,  (a) if a meeting is held,
appear at such  meeting or  otherwise  cause the Shares to be counted as present
thereat for purposes of establishing a quorum, and (b) vote or consent (or cause
to be voted or  consented),  in person or by proxy,  all  Shares,  and any other
voting securities of Time Warner (whether acquired heretofore or hereafter) that
are beneficially owned or held of record by such Stockholder or as to which such
Stockholder has, directly or indirectly, the right to vote or direct the voting,
in favor of the approval and adoption of the Merger  Agreement,  the Time Warner
Merger and any action required in furtherance thereof.

                  1.2 No Ownership Interest. Nothing contained in this Agreement
shall be deemed to vest in America  Online any direct or indirect  ownership  or
incidence of ownership of or with respect to any Shares.  All rights,  ownership
and economic  benefits of and relating to the Shares shall remain  vested in and
belong to the  Stockholders,  and  America  Online  shall have no  authority  to
manage, direct,  superintend,  restrict,  regulate, govern, or administer any of
the policies or  operations of Time Warner or exercise any power or authority to
direct the Stockholders in the voting of any of the Shares,  except as otherwise
provided  herein,  or  in  the  performance  of  the  Stockholders'   duties  or
responsibilities as stockholders of Time Warner.

                  1.3  No  Inconsistent  Agreements.   Each  Stockholder  hereby
covenants  and agrees that,  except as  contemplated  by this  Agreement and the
Merger  Agreement,  the Stockholder (a) has not entered,  and shall not enter at
any time while this Agreement  remains in effect,  into any voting  agreement or
voting trust with  respect to the Shares and (b) has not granted,  and shall not
grant at any time while this  Agreement  remains in effect,  a proxy or power of
attorney with respect to the Shares,  in either case, which is inconsistent with
such Stockholder's obligations pursuant to this Agreement.

                                   ARTICLE II

               REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER

                  Each Stockholder hereby, severally and not jointly, represents
and warrants to America Online as follows:

                  2.1  Authorization;  Validity of Agreement;  Necessary Action.
Such  Stockholder  has full power and  authority  to execute  and  deliver  this
Agreement, to perform such Stockholder's obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and performance by
such   Stockholder  of  this  Agreement  and  the  consummation  by  it  of  the
transactions  contemplated  hereby have been duly and validly authorized by such
Stockholder and no other actions or proceedings on the part of such  Stockholder
are necessary to authorize  the  execution and delivery by it of this  Agreement
and  the  consummation  by it of  the  transactions  contemplated  hereby.  This
Agreement  has been  duly  executed  and  delivered  by such  Stockholder,  and,
assuming this  Agreement  constitutes a valid and binding  obligation of America
Online,  constitutes  a  valid  and  binding  obligation  of  such  Stockholder,
enforceable against it in accordance with its terms.

                  2.2 Shares. Such Stockholder's Existing Shares are, and all of
its Shares from the date hereof  through and on the Closing  Date will be, owned
beneficially and of record by such  Stockholder  (subject to any dispositions of
Shares  permitted  by  Section  3.1(a)  hereof).  As of the  date  hereof,  such
Stockholder's Existing Shares constitute all of the shares of Time Warner Common
Stock owned of record or beneficially by such Stockholder.  Such Stockholder has
or will have sole voting power,  sole power of disposition,  sole power to issue
instructions with respect to the matters set forth in Article I hereof, and sole
power to agree to all of the matters set forth in this  Agreement,  in each case
with respect to all of such  Stockholder's  Existing  Shares and with respect to
all of such  Stockholder's  Shares on the  Closing  Date,  with no  limitations,
qualifications  or  restrictions on such rights,  subject to applicable  federal
securities laws, the terms of this Agreement and the terms of the Loan Agreement
(as defined below in Section 3.1(a)).

                                   ARTICLE III

                                 OTHER COVENANTS

                  3.1      Further Agreements of Stockholders.

                         (a) Each Stockholder, severally and not jointly, hereby
agrees,  while this Agreement is in effect,  and except as contemplated  hereby,
not to  sell,  transfer,  pledge,  encumber,  assign  or  otherwise  dispose  of
(collectively,  a  "Transfer")  or  enforce  or  permit  the  execution  of  the
provisions of any redemption,  share purchase or sale, recapitalization or other
agreement  with  Time  Warner  or  enter  into  any  contract,  option  or other
arrangement or understanding with respect to the offer for sale, sale, transfer,
pledge,  encumbrance,  assignment or other  disposition  of, any of its Existing
Shares,  any Shares acquired after the date hereof,  any securities  exercisable
for or  convertible  into Time Warner Common  Stock,  any other capital stock of
Time Warner or any interest in any of the foregoing with any Person, except to a
Person who agrees in writing, in an instrument  reasonably acceptable to America
Online, to be bound by this Agreement as a Stockholder and be subject to Section
1.1;  provided,  however,  that the  Stockholders  collectively  may Transfer an
aggregate  of up to five  percent of the  Existing  Shares held of record by the
Stockholders  collectively  as of the date hereof without  compliance  with this
Section 3.1(a);  and provided  further that the  restrictions  contained in this
Section 3.1(a) do not apply to Existing  Shares now pledged by  Stockholders  to
Merrill  Lynch  International  Bank  Limited  (the "Bank") to secure a revolving
credit  facility to R.E.  Turner  pursuant to that certain  Loan and  Collateral
Account  Agreement  dated April 4, 1996,  as amended,  between the Bank and R.E.
Turner (the "Loan Agreement").

                         (b) In the event of a stock  dividend or  distribution,
or any change in Time  Warner  Common  Stock by reason of any stock  dividend or
distribution,  or any change in Time Warner  Common Stock by reason of any stock
dividend,  split-up,  recapitalization,  combination,  exchange of shares or the
like,  the term  "Shares"  shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any securities into which
or for which any or all of the Shares may be changed or  exchanged  or which are
received in such transaction.

                         (c) Each  Stockholder  covenants  and  agrees  with the
other  Stockholders  and for the benefit of Time Warner  (which shall be a third
party  beneficiary  of this  Section  3.1(c)) to comply with and perform all its
obligations under this Agreement.

                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1  Termination.  This Agreement shall terminate and no party
shall have any rights or duties  hereunder upon the earlier of (a) the Effective
Time or (b) termination of the Merger Agreement pursuant to Section 8.1 thereof.
Nothing  in this  Section  4.1 shall  relieve  or  otherwise  limit any party of
liability for breach of this Agreement.

                  4.2  Further  Assurances.  From  time to  time,  at the  other
party's  request and without  further  consideration,  each party  hereto  shall
execute and deliver such  additional  documents and take all such further action
as may be necessary or desirable to consummate the transactions  contemplated by
this Agreement.

                  4.3 Notices.  All notices and other  communications  hereunder
shall be in writing  and shall be deemed  duly given (a) on the date of delivery
if delivered personally,  or by telecopy or telefacsimile,  upon confirmation of
receipt,  (b) on the  first  Business  Day  following  the date of  dispatch  if
delivered by a recognized next-day courier service, or (c) on the tenth Business
Day following the date of mailing if delivered by registered or certified  mail,
return  receipt  requested,  postage  prepaid.  All notices  hereunder  shall be
delivered as set forth below,  or pursuant to such other  instructions as may be
designated in writing by the party to receive such notice:

                           (a)      if to America Online to:

                                    22000 AOL Way
                                    Dulles, Virginia  20166

                                    Attention:  Paul T. Cappuccio,
                                    Senior Vice President and General Counsel

                                    with a copy to:

                                    Simpson Thacher & Bartlett
                                    425 Lexington Avenue
                                    New York, New York  10017

                                    Attention:  Richard I. Beattie, Esq.

                          (b)       if to a Stockholder, as provided on the
                                    signature page hereof.

                  4.4  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  all of which shall be considered one and the same agreement
and shall become  effective  when one or more  counterparts  have been signed by
each of the parties and delivered to the other party,  it being  understood that
both parties need not sign the same counterpart.

                  4.5  Governing  Law.  This  Agreement  shall be  governed  and
construed in accordance  with the laws of the State of Delaware  (without giving
effect to choice of law principles thereof).

                  4.6 Amendment.  This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

                  4.7  Enforcement.  The parties agree that  irreparable  damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance with their specific terms. It is accordingly agreed that
the parties shall be entitled to specific  performance of the terms hereof, this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

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                  IN   WITNESS   WHEREOF,   America   Online  and  each  of  the
Stockholders  have  caused  this  Agreement  to be  signed  by their  respective
officers or other  authorized  person  thereunto duly  authorized as of the date
first written above.



                                     AMERICA ONLINE, INC.

                                     By:    /s/ Stephen M. Case
                                     Name:  Stephen M. Case
                                     Title: Chairman &
                                            Chief Executive Officer


                                     By:    /s/ R.E. Turner, III
                                     Name:  R.E. Turner, III

                                     Number of Existing Shares: 95,843,076

                                     Notices
                                     Address:  One CNN Center
                                               Box 105366
                                               Atlanta, GA 30348-5366

                                     Attention:R.E. Turner, III



                                     TURNER PARTNERS, L.P.

                                     By:    /s/ R.E. Turner, III
                                     Name:  R.E. Turner, III
                                     Title: General Partner


                                     Number of Existing Shares: 6,028,896

                                     Notices
                                     Address:  One CNN Center
                                               Box 105366
                                               Atlanta, GA 30348-5366

                                     Attention: R.E. Turner, III

                                     ROBERT E. TURNER CHARITABLE
                                     REMAINDER UNITRUST NO. 2

                                     By:    /s/ R.E. Turner, III
                                     Name:  R.E. Turner, III
                                     Title: Trustee


                                     Number of Existing Shares: 2,600,998

                                     Notices
                                     Address:  One CNN Center
                                               Box 105366
                                               Atlanta, GA 30348-5366

                                     Attention:R.E. Turner, III


                                     TURNER OUTDOOR, INC.

                                     By:    /s/ R.E. Turner, III
                                     Name:  R.E. Turner, III
                                     Title: General Partner


                                     Number of Existing Shares: 579,884

                                     Notices
                                     Address:  One CNN Center
                                               Box 105366
                                               Atlanta, GA 30348-5366

                                     Attention:R.E. Turner, III