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LAW DEPARTMENT

ICAHN
ASSOCIATES CORP.

AND AFFILIATED COMPANIES

767 Fifth Avenue - 47th Floor

New York, New York 10153

Telephone
No. (212) 702-4300

Fax
No. (212) 688-1158

  Jesse
  Lynn, Counsel

  Direct Dial: 212-702-4331

  Email: jlynn@sfire.com

September 21, 2005

CONFIDENTIAL TREATMENT REQUESTED

Via Fax and Federal Express

Securities
and Exchange Commission

450
Fifth Street, N.W.

Washington,
D.C. 20549-0405

Attention: Nicholas P. Panos, Esq.

Re:                             Time Warner, Inc.
(the “Company”)

Schedule 14A
filed September 12, 2005 (the “Schedule 14A”)

Filed by Icahn
Partners et al.

File No. 001-15062

Ladies and Gentlemen:

Set forth below, on behalf of Icahn Partners
LP, Icahn Partners Master Fund LP, Franklin Mutual Advisers, LLC, JANA Partners
LLC, JANA Master Fund, Ltd., S.A.C. Capital Advisors, LLC and S.A.C. Capital
Associates, LLC (collectively, the “Filing Persons”), are responses to the
comments contained in the letter (the “Comment Letter”) from the staff (the “Staff”)
of the Division of Corporate Finance of the Securities and Exchange Commission
(the “Commission”) received by Marc Weitzen, counsel to Carl Icahn and
affiliates, via fax on September 15, 2005, relating to the
above-referenced matters. The paragraph numbers set forth below correspond to
those contained in the Comment Letter.

1.             The Filing Persons
presently intend to file a non-management definitive proxy statement. However,
the Filing Persons’ plans may change, depending on the steps taken by Time
Warner. The Filing Persons confirm that they will refrain from using
non-committal language in future communications that are made in connection
with this solicitation by affirmatively stating their intention to file a
definitive proxy statement.

2.             Carl Icahn is
identified as a participant on Exhibit 1 to the Schedule 14A. In
future filings that are made in connection with this solicitation, Mr. Icahn
will also be listed on the cover page as one of the persons filing the
proxy statement.

3.             Because of the
possibility that their plans could change (see paragraph 1 above), the
participants were described as “potential.” In any future filings that are made
in connection with this solicitation, the Filing Persons confirm that they will
not include language that could be interpreted as a disclaimer.

4.             Per your
conversation with Marc Weitzen on September 16th, this letter will confirm
that no Filing Person beneficially owns 5% or more of Time Warner’s outstanding
common stock. The Filing

Persons, collectively, beneficially own only approximately 2.6% of the
outstanding shares of Time Warner common stock.

5.             To clarify, the
disclaimer regarding the obligation to update information was intended to refer
only to the information in the position paper. The Filing Persons intended to
distribute the position paper only during or around the week that the Schedule 14A
was filed. The Filing Persons thought it prudent to advise readers who might
obtain the position paper at a later date that the information contained
therein may not be current at the time it was obtained. In the event that the
Filing Persons undertake to republish the position paper, the information will
be updated.

Per your conversation with Marc Weingarten, counsel
to S.A.C. Capital and JANA Partners, on September 20th,
attached hereto is a statement from each Filing Person acknowledging that (i) the
Filing Person is responsible for the adequacy and accuracy of the disclosure in
the filing, (ii) Staff comments or changes to disclosure in response to
Staff comments do not foreclose the Commission from taking any action with
respect to the filing, and (iii) the Filing Person may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States. The Filing
Persons understand and acknowledge that, when and if the Filing Persons file a
proxy statement for review by the Staff, the Staff may again comment that each
participant identified in the Schedule 14A is required to sign a similar
acknowledgement.

If you have any questions
regarding this filing, please contact the undersigned at (212) 702-4331 or Marc
Weitzen, Esq. at (212) 702-4380.

  Very truly yours,

  /s/ Jesse Lynn

  Jesse Lynn

Each of the undersigned (each a “participant”) hereby acknowledges that
(i) the participant is responsible for the adequacy and accuracy of the
disclosure in the Schedule 14A (the “filing”) filed with the Securities
and Exchange Commission (the “Commission”) on September 12, 2005, with
respect to Time Warner Inc., by Icahn Partners LP, Icahn Partners Master Fund
LP, Franklin Mutual Advisers, LLC, JANA Partners LLC, JANA Master Fund, Ltd.,
S.A.C. Capital Advisors, LLC and S.A.C. Capital Associates, LLC, (ii) staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing, and
(iii) the participant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Dated: September 21, 2005

  ICAHN PARTNERS LP

  ICAHN PARTNERS MASTER FUND LP

  By:

  By:

  Name: Keith Meister

  Name: Keith Meister

  Title: Authorized Signatory

  Title: Authorized Signatory

  S.A.C. CAPITAL ADVISORS, LLC

  S.A.C. CAPITAL ASSOCIATES, LLC

  By:

  By:

  Name: Peter Nussbaum

  Name: Peter Nussbaum

  Title: Authorized Signatory

  Title: Authorized Signatory

  JANA PARTNERS LLC

  JANA MASTER FUND LTD.

  By: JANA Partners LLC, its

  Investment Manager

  By:

  By:

  Name: Barry Rosenstein

  Name: Barry Rosenstein

  Title: Managing Partner

  Title: Managing Partner

  FRANKLIN MUTUAL ADVISERS, LLC

  By:

  Name: Peter Langerman

  Title: Chief Executive Officer