SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                   FORM 10-K/A

                                 Amendment No. 1

                                       to

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2001.

                         Commission file number 1-15062

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

                              AOL TIME WARNER INC.
             (Exact name of registrant as specified in its charter)

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




               Delaware                                   13-4099534
    (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                      Identification No.)

   75 Rockefeller Plaza, New York, NY                        10019
 (Address of principal executive offices)                  (Zip Code)


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


       Registrant's telephone number, including area code: (212) 484-8000





          The  undersigned   registrant   hereby  amends  the  following  items,
     financial statements,  exhibits or other portions of its 2001 Annual Report
     on Form 10-K as set forth herein:

          Item 14. Exhibits, Financial Statement Schedules and Exhibit Index.

          Item  14(a)(1)-(2) is amended to replace  subparagraph (ii) thereof to
     read in its entirety as follows:

          "(ii) The financial  statements  and financial  statement  schedule of
     Time  Warner  Telecom  Inc.  ("Telecom")  and  the  report  of  independent
     accountants  thereon included in the Telecom Annual Report on Form 10-K for
     the year ended  December  31,  2001 at pages F-1 through  F-25  thereof are
     incorporated herein by reference and filed as an exhibit hereto."

          The list of exhibits set forth in, and incorporated by reference from,
     the Exhibit Index, is amended to include the following additional exhibits,
     filed herewith and/or incorporated by reference:

         23.2  Consent of Ernst & Young LLP,  Independent  Auditors  (with
               respect to Time Warner Telecom Inc.).

         99.1  Financial  statements  and financial  statement  schedule of
               Time Warner  Telecom Inc. for the fiscal year ended December
               31, 2001 and the report of the independent  auditors thereon
               (which are  incorporated  herein by  reference  to pages F-1
               through F-25 of the Annual  Report on Form 10-K for the year
               ended  December 31, 2001 of Time Warner  Telecom Inc.  (File
               No. 0-30218)).







                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                AOL TIME WARNER INC.
                                                    (Registrant)


Date: March 26, 2002                           By: /s/ Wayne H. Pace
                                                   --------------------
                                                   Wayne H. Pace
                                                   Executive Vice President
                                                   and Chief Financial Officer













                                  Exhibit Index
                                  -------------
Exhibit                                                             Sequential
Number                             Description                     Page Number
------                             -----------                     -----------

23.2     Consent of Ernst & Young LLP,  Independent Auditors
         (with respect to Time Warner Telecom Inc.).

99.1     Financial statements and financial statement schedule          *
         of Time Warner Telecom Inc. for the fiscal year ended
         December 31, 2001 and the report of the independent auditors
         thereon (which are incorporated herein by reference to pages
         F-1 through F-25 of the Annual Report on Form 10-K for
         the year ended December 31, 2001 of Time Warner Telecom Inc.
         (File No.0-30218)).