April 4, 2000


Magalie Roman Salas, Secretary
Federal Communications Commission
445 12th Street, S.W.
Washington, D.C.  20554

Re:	CS Docket No. 00-30
AOL/Time Warner

Dear Secretary Salas:

On February 11, 2000, America Online, Inc. ("AOL") and Time Warner Inc. ("Time 
Warner") (the "Applicants"), filed their joint applications requesting Federal Communications 
Commission ("FCC") approval of the transfer of control of FCC licenses and authorizations from 
AOL and Time Warner to AOL Time Warner Inc. in connection with the proposed merger of the 
Applicants.  In our pre-filing conversations with FCC staff, we discussed the FCC's request to 
review all documents the Applicants have provided (or will subsequently provide) to the Federal 
Trade Commission ("FTC") in connection with its investigation of the merger, and to engage in 
discussions with representatives of the FTC with respect to those documents (the "H-S-R 
Materials") and the status of the merger reviews by the FTC and the FCC.  We have agreed to the 
FCC's requests, on the understanding that, except as noted below, the FCC will treat the H-S-R 
Materials as confidential documents pursuant to Section 0.459 of the FCC's rules and that the 
discussions with the FTC will be treated as exempt ex parte presentations under Section 
1.1204(a)(6) of the FCC's rules.


With respect to discussions between representatives of the FCC and the FTC, the 
Applicants have sent a letter to the FTC setting forth a limited waiver of  the confidentiality 
provisions of the Hart-Scott-Rodino Act, the Antitrust Civil Process Act, and any applicable 
confidentiality provisions governing the H-S-R Materials in order to permit discussions between 
representatives of the FTC and the FCC with respect to the H-S-R Materials and the status of the 
FTC's and the FCC's review of the merger between the Applicants.  A copy of that letter is 
enclosed.  This limited waiver also permits the FTC to allow inspection by the FCC of the H-S-R 
Materials in the FTC's possession.  As noted above, this waiver is based on the Applicant's 
understanding that the discussions will be treated as exempt ex parte presentations under Section 
1.1204(a)(6) of the FCC's Rules and will not be disclosed, except as required under that Section.

The Applicants anticipate that, in connection with its review of Applicants' applications, 
the FCC may request, and the Applicants may submit to the FCC, additional materials which 
may or may not have been included in the H-S-R Materials.  To the extent that any such 
additional materials contain proprietary or confidential information (the "Protected Materials"), 
we have agreed that certain counsel to parties which participate in this proceeding will be 
allowed to review them under the terms of a protective order to be issued by the FCC.  This 
protective order also will apply to all other confidential documents that may come into the FCC's 
possession in connection with the proposed merger of the Applicants. 
Finally, we would like to confirm that the agreements and waivers set forth above are 
further based on the Applicants' understanding that if, in connection with its decision in this 
proceeding, the FCC intends to rely upon or otherwise make reference to the contents of any of 
the H-S-R Materials, the Protected Materials, or the substance of its discussions with the FTC, it 
will do so in the same manner in which it maintained the confidentiality of similar protected 
information in the Bell Atlantic/NYNEX Order, 12 FCC Rcd. 19985 (1997).  In the case of that 
Order, the FCC embodied its discussion of confidential information in a separate Exhibit E that 
was placed under seal and not released publicly as part of the Order.

Please do not hesitate to contact the undersigned persons if you have any questions 
regarding any of the foregoing.


Sincerely yours,  


Peter D.  Ross				Arthur H. Harding			
Wiley Rein & Fielding			Fleischman and Walsh, L.L.P.
1776 K Street, N.W.				1400 16th Street., Suite 600
Washington, D.C. 20006			Washington, D.C.  20036	

Counsel for America Online, Inc. 		Counsel for Time Warner Inc.

cc:	To-Quyen Truong, Esq.


117061.1
Magalie Roman Salas
Page 3
April 4, 2000