UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                              (Amendment No. __ )*


                                   Google Inc.
                                  --------------
                                (Name of Issuer)


                Class A Common Stock, par value $0.001 per share
                -------------------------------------------------
                         (Title of Class of Securities)


                                    38259P508
                                   -----------
                                 (CUSIP Number)


                                 August 18, 2004
                                ----------------
             (Date of Event which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                |_|      Rule 13d-1(b)

                |_|      Rule 13d-1(c)

                |X|      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






                                  SCHEDULE 13G


================================================================================

CUSIP No. 38259P508                                            Page 2 of 8 Pages

================================================================================

1    NAME OF  REPORTING  PERSONS  I.R.S.  IDENTIFICATION  NO.  OF ABOVE  PERSONS
     (ENTITIES ONLY)

                            Time Warner Inc.
                            13-4099534

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

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           a|_|

                                                                b|_|

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


3    SEC USE ONLY


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


4    CITIZENSHIP OR PLACE OF ORGANIZATION               Delaware

================================================================================


                     5       SOLE VOTING POWER                                 0
NUMBER OF
  SHARES             -----------------------------------------------------------
BENEFICIALLY
  OWNED BY           6       SHARED VOTING POWER                   5,081,893 (1)
   EACH            
 REPORTING           -----------------------------------------------------------
  PERSON
   WITH              7       SOLE DISPOSITIVE POWER                            0
  
                     -----------------------------------------------------------
                                
                     8       SHARED DISPOSITIVE POWER              5,081,893 (1)

================================================================================

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  5,081,893 (1)

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

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|

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

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                  8.1% (1)

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

12   TYPE OF REPORTING PERSON                   HC

================================================================================

(1)    Calculated  pursuant to Rule  13d-3(d).  The  percentage  is based on the
number of shares of Class A Common Stock of Google Inc.  ("Google")  outstanding
at October 31, 2004 as  reported in Google's  Quarterly  Report on Form 10-Q for
the quarter  ended  September  30,  2004.  The  Reporting  Persons are deemed to
beneficially  own  5,081,893  shares of  Google  Class A Common  Stock  based on
ownership of  5,081,893  shares of Google  Class B Common  Stock.  Each share of
Class B Common  Stock is  convertible  into one share of Class A Common Stock at
any time at the option of the Reporting Persons.




                                  SCHEDULE 13G


================================================================================

CUSIP No. 38259P508                                            Page 3 of 8 Pages

================================================================================

1    NAME OF  REPORTING  PERSONS  
     I.R.S.  IDENTIFICATION  NO.  OF ABOVE  PERSONS (ENTITIES ONLY)

                            America Online, Inc.
                            54-1322110

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

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           a|_|

                                                                b|_|

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

3    SEC USE ONLY

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

4    CITIZENSHIP OR PLACE OF ORGANIZATION                    Delaware

================================================================================

                        5       SOLE VOTING POWER                              0
NUMBER OF               --------------------------------------------------------
 SHARES
BENEFICIALLY            6       SHARED VOTING POWER                5,081,893 (1)
 OWNED BY
 EACH                   --------------------------------------------------------
REPORTING
 PERSON                 7       SOLE DISPOSITIVE POWER                         0
 WITH
                        --------------------------------------------------------

                        8       SHARED DISPOSITIVE POWER           5,081,893 (1)

================================================================================

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,081,893 (1)

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

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|

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

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                  8.1% (1)

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

12   TYPE OF REPORTING PERSON           CO

================================================================================

(1)      Calculated  pursuant to Rule  13d-3(d).  The percentage is based on the
number of shares of Class A Common Stock of Google Inc.  ("Google")  outstanding
at October 31, 2004 as  reported in Google's  Quarterly  Report on Form 10-Q for
the quarter  ended  September  30,  2004.  The  Reporting  Persons are deemed to
beneficially  own  5,081,893  shares of  Google  Class A Common  Stock  based on
ownership of  5,081,893  shares of Google  Class B Common  Stock.  Each share of
Class B Common  Stock is  convertible  into one share of Class A Common Stock at
any time at the option of the Reporting Persons.




CUSIP No. 38259P508                                            Page 4 of 8 Pages


Item 1(a)       Name of Issuer

                Google Inc.

Item 1(b)       Address of Issuer's Principal Executive Offices:

                1600 Amphitheatre Parkway, Mountain View, CA 94043     

Item 2(a)       Name of Person Filing:

                Time Warner Inc.                                     

Item 2(b)       Address of Principal Business Office or, if none, Residence:

                One Time Warner Center, New York, NY 10019                

Item 2(c)       Citizenship:

                Delaware                                      
 
Item 2(d)       Title of Class of Securities:

                Class A Common Stock, par value $0.001 per share      

Item 2(e)       CUSIP Number:

                38259P508                                             

Item 3.         If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
                or (c), check whether the person filing is a:

(a)             |_| Broker or dealer registered under Section 15 of the Act.

(b)             |_| Bank as defined in Section 3(a)(6) of the Act.

(c)             |_| Insurance company as defined in Section 3(a)(19) of the Act.

(d)             |_| Investment company registered under Section 8 of the 
                    Investment Company Act of 1940.

(e)             |_| An investment adviser in accordance with Rule 13d-1(b)(1)
                    (ii)(E);

(f)             |_| An employee  benefit plan or  endowment  fund in  accordance
                    with Rule 13d-1(b)(1)(ii)(F);

(g)             |_| A parent  holding  company or control  person in  accordance
                    with Rule 13d-1(b)(1)(ii)(G);

(h)             |_| A savings association as defined in Section 3(b) of the 
                    Federal Deposit Insurance Act;

(i)             |_| A church plan that is excluded  from the  definition  of an 
                    investment company under Section 3(c)(14) of the Investment 
                    Company Act of 1940;

(j)             |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).





CUSIP No. 38259P508                                            Page 5 of 8 Pages

Item 4.        Ownership.

               Provide the following  information regarding the aggregate number
               and   percentage  of  the  class  of  securities  of  the  issuer
               identified in Item 1.

(a)            Amount beneficially owned:

                           5,081,893 (1)                              

(b)            Percent of Class:

                           8.1%(1)                                       
             
(c)            Number of shares as to which such person has:

(i)            Sole power to vote or to direct the vote                        0
    
(ii)           Shared power to vote or to direct the vote          5,081,893 (1)

(iii)          Sole power to dispose or to direct the disposition of           0

(iv)          Shared power to dispose or to direct the disposition 
              of                                                   5,081,893 (1)


(1)      Calculated  pursuant to Rule  13d-3(d).  The percentage is based on the
number of shares of Class A Common Stock of Google Inc.  ("Google")  outstanding
at October 31, 2004 as  reported in Google's  Quarterly  Report on Form 10-Q for
the quarter  ended  September  30,  2004.  The  Reporting  Persons are deemed to
beneficially  own  5,081,893  shares of  Google  Class A Common  Stock  based on
ownership of  5,081,893  shares of Google  Class B Common  Stock.  Each share of
Class B Common  Stock is  convertible  into one share of Class A Common Stock at
any time at the option of the Reporting Persons.

Item 5.        Ownership of Five Percent or Less of a Class.

               Not Applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Except as otherwise disclosed in periodic public filings with the
               Securities and Exchange  Commission,  no other person is known to
               have the right to receive  or the power to direct the  receipt of
               dividends   from,   or  the  proceeds  from  the  sale  of,  such
               securities.

Item 7.        Identification  and  Classification  of the  Subsidiary  Which 
               Acquired theSecurity Being Reported on by the Parent Holding 
               Company.

               America Online, Inc. - CO

Item 8.        Identification and Classification of Members of the Group.

               Not Applicable.

Item 9.        Notice of Dissolution of Group.

               Not Applicable.





CUSIP No. 38259P508                                            Page 6 of 8 Pages

Item 10.       Certifications.

               By signing  below I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.





CUSIP No. 38259P508                                            Page 7 of 8 Pages



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:    February 3, 2005
                                               Time Warner Inc.


                                                /s/ Wayne H. Pace
                                               --------------------------------
                                                       (Signature)

                                               Wayne H. Pace
                                               Executive Vice President and
                                               Chief Financial Officer
                                               --------------------------------
                                                       (Name/Title)



                                               America Online, Inc.


                                                /s/ Thomas R. Colan
                                               --------------------------------
                                                       (Signature)

                                               Thomas R. Colan
                                               Senior Vice President, Controller
                                               and Treasurer
                                               ---------------------------------
                                                       (Name/Title)






CUSIP No. 38259P508                                            Page 8 of 8 Pages




                                                                   EXHIBIT NO. 1

                             JOINT FILING AGREEMENT


     Time Warner  Inc.,  a Delaware  corporation,  and America  Online,  Inc., a
Delaware corporation, each hereby agrees, in accordance with Rule 13d-1(k) under
the Securities  Exchange Act of 1934, that the Schedule 13G filed herewith,  and
any  amendments  thereto,  relating to the shares of Class A common  stock,  par
value  $0.001,  of Google Inc. is, and will be,  jointly filed on behalf of each
such person and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint  filings.  In evidence  thereof,  the  undersigned  hereby
execute this Agreement as of the date set forth below.

Dated:  February 3, 2005

                                        TIME WARNER INC.



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



                                        AMERICA ONLINE, INC.



                                        By:    /s/ Thomas R. Colan
                                        ----------------------------------------
                                        Name:  Thomas R. Colan
                                        Title: Senior Vice President, Controller
                                               and Treasurer