Exhibit 4.2

                         THIRD SUPPLEMENTAL INDENTURE (this
               "Third Supplemental Indenture") dated as of
               October 10, 1996, among TIME WARNER INC., a
               Delaware corporation (the "Company"), TW 
               INC., a Delaware corporation (the 
               "Guarantor"), and THE CHASE MANHATTAN BANK 
               (formerly known as Chemical Bank), a New York
               banking corporation, as trustee (the "Trustee").

 
          WHEREAS the Company has executed and delivered to the
Trustee an Indenture (the "Senior Indenture"), dated as of
October 15, 1992, providing for the issuance and sale by the
Company from time to time of its senior debt securities (the
"Securities"), which term shall include any Securities issued
under the Senior Indenture after the date hereof;

          WHEREAS pursuant to an Amended and Restated Agreement
and Plan of Merger, dated as of September 22, 1995, as amended,
among the Guarantor, the Company, Turner Broadcasting System,
Inc. ("TBS"), Time Warner Acquisition Corp. and TW Acquisition
Corp., the Company and TBS will become wholly owned subsidiaries
of the Guarantor;

          WHEREAS Section 901(5) of the Senior Indenture permits
the Company, when authorized by a resolution of the Board of
Directors of the Company, and the Trustee, at any time and from
time to time, to enter into one or more indentures supplemental
to the Senior Indenture, in form satisfactory to the Trustee, for
the purpose of adding to the rights of the Holders of the
Securities;

          WHEREAS the Company proposes in and by this Third
Supplemental Indenture to supplement and amend the Senior
Indenture in certain respects as it applies to Securities issued
thereunder;

          WHEREAS the Guarantor desires to unconditionally and
irrevocably guarantee the full and punctual payment of principal
of and interest on the Securities when due, whether at maturity,
by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under the Senior Indenture
(including obligations to the Trustee) and the Securities, and
the full and punctual performance within applicable grace periods
of all other obligations of the Company under the Senior
Indenture and the Securities; and

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          WHEREAS the Company and the Guarantor have requested
that the Trustee execute and deliver this Third Supplemental
Indenture and all requirements necessary make this Third
Supplemental Indenture a valid instrument in accordance with its
terms and to make the guarantee provided for herein the valid
obligation of the Guarantor, and the execution and delivery of
this Third Supplemental Indenture has been duly authorized in all
respects.

          NOW THEREFORE, the Company, the Guarantor and the
Trustee hereby agree that the following Sections of this Third
Supplemental Indenture supplement the Senior Indenture with
respect to Securities issued thereunder:

          SECTION 1.  Definitions.  Capitalized terms used herein
and not defined herein have the meanings ascribed to such terms
in the Senior Indenture.

          SECTION 2.  The Guarantee.  (a) The Guarantor
irrevocably and unconditionally guarantees (the "Guarantee"), to
each Holder of Securities (including each Holder of Securities
issued under the Senior Indenture after the date of this Third
Supplemental Indenture) and to the Trustee and its successors and
assigns, (i) the full and punctual payment of principal of and
interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under the Senior Indenture (including
obligations to the Trustee) and the Securities and (ii) the full
and punctual performance within applicable grace periods of all
other obligations of the Company under the Senior Indenture and
the Securities.

          (b)  The Guarantor further agrees that the Guarantee
constitutes a guarantee of payment, performance and compliance
and not merely of collection.

          (c)  The obligation of the Guarantor to make any
payment hereunder may be satisfied by causing the Company to make
such payment.

          (d)  The Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by
the Trustee or any Holder of Securities in enforcing any of their
respective rights under the Guarantee.

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          SECTION 3.  Reports.  The Guarantor shall file with the
Trustee, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15
days after the same is so required to be filed with the
Commission.

          SECTION 4.  This Third Supplemental Indenture.  This
Third Supplemental Indenture shall be construed as supplemental
to the Senior Indenture and shall form a part of it, and the
Senior Indenture is hereby incorporated by reference herein and
each is hereby ratified, approved and confirmed.

          SECTION 5.  GOVERNING LAW.  THIS THIRD SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

          SECTION 6.  Counterparts.  This Third Supplemental
Indenture may be executed in two or more counterparts, each of
which shall constitute an original, but all of which when taken
together shall constitute but one instrument.

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          SECTION 7.  Headings.  The headings of this Third
Supplemental Indenture are for reference only and shall not limit
or otherwise affect the meaning hereof.

          SECTION 8.  Trustee Not Responsible for Recitals.  The
recitals herein contained are made by the Company and the
Guarantor, and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof.  The Trustee shall
not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Third Supplemental Indenture.

          SECTION 9.  Separability.  In case any one or more of
the provisions contained in this Third Supplemental Indenture or
in the Securities shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provisions of this Third Supplemental Indenture or of the
Securities, but this Third Supplemental Indenture and the
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

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          IN WITNESS WHEREOF, the parties hereto have caused this
Third Supplemental Indenture to be duly executed by their
respective authorized officers as of the date first written above.


                         TIME WARNER INC.,

                         by                         
                         Name:  Thomas W. McEnerney
                         Title: Vice President


                         TW INC.,

                         by                         
                         Name:  Thomas W. McEnerney
                         Title: Vice President

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                         THE CHASE MANHATTAN BANK, as Trustee,

                         by                             
                         Name:     Richard Lorenzen
                         Title:    Senior Trust Officer


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