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                                                                    EXHIBIT 23.1
 
                        CONSENT OF INDEPENDENT AUDITORS
 
     We  consent to the incorporation by reference of our reports dated February
6, 1996, with respect to the consolidated financial statements and schedules  of
Time Warner Inc. and Time Warner Entertainment Company, L.P. ('TWE') included in
this  Annual Report on Form  10-K for the year ended  December 31, 1995, and our
report dated March 3, 1995, with respect to the combined financial statements of
the Time Warner  Service Partnerships included  in TWE's Annual  Report on  Form
10-K  for the year  ended December 31,  1994, incorporated by  reference in this
Annual Report on Form 10-K for the year ended December 31, 1995, in each of  the
following:
 
           1. Post-Effective  Amendment  No.  2 to  Registration  Statements No.
              33-11031 and No. 2-76753 on Form S-8;
 
           2. Post-Effective  Amendment  No.  4  on  Form  S-3  to  Registration
              Statement  No. 2-75960  on Form S-16  and Post-Effective Amendment
              No. 1 on Form S-3 to  Registration Statement No. 33-58262 on  Form
              S-3;
 
           3. Registration Statements No. 33-20883 and No. 33-35945 on Form S-8;
 
           4. Post-Effective  Amendment  No.  8 to  Registration  Statements No.
              2-62477 and No. 2-67216 on Form S-8;
 
           5. Registration Statements No. 33-37929 and No. 33-47152 on Form S-8;
 
           6. Post-Effective Amendment  No.  2  to  Registration  Statement  No.
              33-16507  on Form S-8  and Registration Statement  No. 33-48381 on
              Form S-8;
 
           7. Post-Effective Amendment  No.  1  to  Registration  Statement  No.
              33-29247 on Form S-8;
 
           8. Registration Statement No. 33-33076 (the Prospectus constituting a
              part  thereof also applies to Registration Statements No. 33-29029
              and No. 33-29030) on Form S-8;
 
           9. Amendment No. 1 to Registration Statement No. 33-33043 on Form S-8
              and Registration Statement No. 33-51471 on Form S-8;
 
          10. Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
              33-29031 on Form S-3;
 
          11. Registration Statement No. 33-35317 on Form S-8;
 
          12. Registration Statements No. 33-40859 and No. 33-48382 on Form S-8;
 
          13. Registration Statement No. 33-47151 on Form S-8;
 
          14. Post-Effective  Amendment  No.  2  to  Registration  Statement No.
              33-57812 on Form S-3;
 
          15. Registration Statements No. 33-62774 and No. 33-51015 on Form S-8;
 
          16. Post-Effective Amendment  No.  1  to  Registration  Statement  No.
              33-50237 on Form S-3;
 
          17. Registration Statement No. 33-53213 on Form S-8 and Post-Effective
              Amendment  No. 1  to Registration  Statement No.  33-57667 on Form
              S-8;
 
          18. Registration Statement No. 33-61497 on Form S-8;
 
          19. Amendment No. 1  to Registration  Statement No.  33-61579 on  Form
              S-3; and
 
          20. Pre-Effective  Amendment  No.  2  to  Registration  Statement  No.
              33-62585 on Form S-3.
 
                                          Ernst & Young LLP
 
New York, New York
March 21, 1996
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