SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 8, 2002

                              AOL TIME WARNER INC.

             (Exact name of registrant as specified in its charter)


              Delaware                   1-15062               13-4099534
             ------------------------------------------------------------
         (State or other jurisdiction  (Commission           (I.R.S. Employer
           of incorporation)            File Number)         Identification No.)

                 75 Rockefeller Plaza, New York, New York 10019
                 ----------------------------------------------
              (Address of principal executive offices) (zip code)


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


                                 Not Applicable
                                 --------------
         (Former Name or former address, if changed since last report)






Item 5.           Other Events.

     On July 8, 2002,  AOL Time  Warner  Inc.  entered  into two new,  long-term
revolving  credit  facilities  with $10  billion in  aggregate  availability  to
replace  two  bank  credit  facilities  maturing  later  this  year.  These  new
facilities  consist of a $6 billion 5-year  revolving  credit  facility and a $4
billion 364-day revolving credit facility with a two-year term-out option.

Item 7.           Exhibits.

Exhibit           Description
-------           -----------

99.1              $6 Billion Five-Year Revolving Credit Agreement, dated as of
                  July 8, 2002, among AOL Time Warner Inc., Time Warner
                  Entertainment Company, L.P., Time Warner Entertainment-Advance
                  /Newhouse Partnership, AOL Time Warner Finance Ireland, as
                  Borrowers, the Lenders party thereto from time to time,
                  JPMorgan Chase Bank, as Administrative Agent, Bank of America,
                  N.A. and Citibank, N.A., as Co-Syndication Agents, and ABN
                  AMRO Bank N.V. and BNP Paribas, as Co-Documentation Agents,
                  with associated Guarantees.

99.2              $4 Billion 364-Day Revolving Credit Agreement, dated as of
                  July 8, 2002, among AOL Time Warner Inc., Time Warner
                  Entertainment Company, L.P., Time Warner Entertainment-Advance
                  /Newhouse Partnership, AOL Time Warner Finance Ireland, as
                  Borrowers, the Lenders party thereto from time to time,
                  JPMorgan Chase Bank, as Administrative Agent, Bank of America,
                  N.A. and Citibank, N.A., as Co-Syndication Agents, and ABN
                  AMRO Bank N.V. and BNP Paribas, as Co-Documentation Agents,
                  with associated Guarantees.





                                    SIGNATURE

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


                                         AOL TIME WARNER INC.


                                         By: /s/ Wayne H. Pace
                                             -----------------------------------
                                             Name:  Wayne H. Pace
                                             Title: Executive Vice President and
                                                     Chief Financial Officer

Date:      July 10, 2002






                                  EXHIBIT INDEX


Exhibit     Description
-------     -----------

99.1        $6 Billion Five-Year Revolving Credit Agreement, dated as of
            July 8, 2002, among AOL Time Warner Inc., Time Warner Entertainment
            Company, L.P., Time Warner Entertainment-Advance/Newhouse
            Partnership, AOL Time Warner Finance Ireland, as Borrowers, the
            Lenders party thereto from time to time, JPMorgan Chase Bank, as
            Administrative Agent, Bank of America, N.A. and Citibank, N.A., as
            Co-Syndication Agents, and ABN AMRO Bank N.V. and BNP Paribas, as
            Co-Documentation Agents, with associated Guarantees.

99.2        $4 Billion Revolving Credit Agreement, dated as of July 8, 2002,
            among AOL Time Warner Inc., Time Warner Entertainment Company,
            L.P., Time Warner Entertainment-Advance/Newhouse Partnership,
            AOL Time Warner Finance Ireland, as Borrowers, the Lenders party
            thereto from time to time, JPMorgan Chase Bank, as Administrative
            Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication
            Agents, and ABN AMRO Bank N.V. and BNP Paribas, as Co-Documentation
            Agents, with associated Guarantees.