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                            CERTIFICATE OF CORRECTION

                                     OF THE

           CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
               SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                  RESTRICTIONS THEREOF, OF SERIES E CONVERTIBLE
                                 PREFERRED STOCK

                                       OF

                                TIME WARNER INC.

                              --------------------


            Pursuant to Section 103(f) of the General Corporation Law
                            of the State of Delaware

                              ---------------------


                  TIME WARNER INC. (the "Corporation"), a corporation organized
and existing by virtue of the General Corporation Law of the State of Delaware
(the "DGCL"), DOES HEREBY CERTIFY:

                  1. The Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series E Convertible
Preferred Stock of the Corporation (hereinafter, the "Certificate") was filed
pursuant to Section 151 of the DGCL with the Secretary of State of the State of
Delaware on October 10, 1996.



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                                                                               2

                  2. The Certificate incorrectly states certain dates in Section
2.1 thereof, which requires correction as permitted by Section 103(f) of the
DGCL.

                  3. Section 2.1 of the Certificate is hereby deleted and
corrected to read in its entirety as follows:

                  "2.1 The holders of the outstanding Series E Stock shall be
         entitled to receive quarter-annual dividends, as and when declared by
         the Board of Directors out of funds legally available therefor. Each
         quarter-annual dividend shall be an amount per share equal to (i) in
         the case of each Dividend Payment Date (as defined below) occurring on
         or prior to January 4, 2001, the greater of (A) $.9375 per $100 of
         Liquidation Value of Series E Stock (which is equivalent to $3.75 per
         annum), and (B) an amount per $100 of Liquidation Value of Series E
         Stock equal to the product of (1) the Conversion Rate and (2) the
         aggregate per share amount of regularly scheduled dividends paid in
         cash on the Common Stock during the period from but excluding the
         immediately preceding Dividend Payment Date to and including such
         Dividend Payment Date (the "Preferred Dividend Amount"), and (ii) in
         the case of each Dividend Payment Date occurring thereafter, an amount
         per share of Series E Stock equal to the product of (1) the Conversion
         Rate and (2) the aggregate per share amount of regularly scheduled
         dividends paid in cash on the Common Stock during the period from but
         excluding the immediately preceding Dividend Payment Date to and
         including such Dividend Payment Date. All dividends shall be payable in
         cash on or about the first day of March, June, September and December
         in each year, as fixed by the Board of Directors, or such other dates
         as are fixed by the Board of Directors (provided that January 4, 2001,
         shall be a Dividend Payment Date) (each a "Dividend Payment Date"), to
         the holders of record of Series E Stock at the close of business on or
         about the Trading Day next preceding such first day of March,




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         June, September and December (or January 4, 2001) as the case may be,
         as fixed by the Board of Directors, or such other dates as are fixed by
         the Board of Directors (each a "Record Date"). Subject to the next
         sentence, in the case of dividends payable in respect of periods prior
         to January 4, 2001, (i) such dividends shall accrue on each share on a
         daily basis, whether or not there are unrestricted funds legally
         available for the payment of such dividends and whether or not declared
         and (ii) any such dividends that become payable for any partial
         dividend period shall be computed on the basis of the actual days
         elapsed in such period. Notwithstanding the preceding sentence, the
         amount accruing and payable in respect of the first dividend on the
         Series E Stock payable after the date of the Certificate shall equal
         the Preferred Dividend Amount. From and after January 4, 2001,
         dividends on the Series E Stock (determined as to amount as provided
         herein) shall accrue to the extent, but only to the extent, that
         regularly scheduled cash dividends are declared by the Board of
         Directors on the Common Stock with a payment date after January 4, 2001
         (or, in the case of Series E Stock originally issued after January 4,
         2001, after the Dividend Payment Date next preceding such date of
         original issuance). All dividends that accrue in accordance with the
         foregoing provisions shall be cumulative from and after the day
         immediately succeeding the date of issuance. The amount payable to each
         holder of record on any Dividend Payment Date shall be rounded to the
         nearest cent."




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                  IN WITNESS WHEREOF, Time Warner Inc. has caused this
Certificate to be signed this 11th day of November, 1996.


                                                TIME WARNER INC.,

                                                 by /s/ Thomas W. McEnerney
                                                    --------------------------
                                                    Name:  Thomas W. McEnerney
                                                    Title: Vice President

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