Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TIME WARNER INC
  2. Issuer Name and Ticker or Trading Symbol
TIME WARNER TELECOM INC [TWTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE TIME WARNER CENTER, 
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2006
(Street)

NEW YORK, NY 10019
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/26/2006   C(1)(2)   33,322,915 A $ 0 (1) (2) 33,322,915 I By Subsidiaries (1) (2)
Class A Common Stock 09/26/2006   S(1)(2)   33,322,915 D $ 16.8437 (1) (2) 0 I By Subsidiaries (1) (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 (1) (2) 09/26/2006   C(1)(2)     33,322,915   (1)(2)   (1)(2) Class A Common Stock 33,322,915 $ 0 (1) (2) 0 (3) I By Subsidiaries (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TIME WARNER INC
ONE TIME WARNER CENTER
NEW YORK, NY 10019
    X    
WARNER COMMUNICATIONS INC
C/O TIME WARNER INC.
ONE TIME WARNER CENTER
NEW YORK, NY 10019
    X    
TIME WARNER COMPANIES INC
C/O TIME WARNER INC.
ONE TIME WARNER CENTER
NEW YORK, NY 10019
    X    
TW/TAE, Inc.
C/O TIME WARNER INC.
ONE TIME WARNER CENTER
NEW YORK, NY 10019
    X    

Signatures

 Brenda C. Karickhoff, Senior Vice President of Time Warner Inc.   09/27/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The transactions reported in this Form 4 report were made in connection with a registered public offering pursuant to an Underwriting Agreement dated September 20, 2006, pursuant to which Warner Communications Inc. ("WCI"), Time Warner Companies, Inc. ("TWC") and TW/TAE, Inc. ("TW/TAE"), each a wholly-owned indirect subsidiary of Time Warner Inc. ("Time Warner" and, collectively with WCI, TWC and TW/TAE, the "Reporting Persons"), agreed to sell to the underwriters at a price of $16.8437 per share up to an aggregate of 33,322,915 shares of Time Warner Telecom Inc. ("TWTC") Class A Common Stock (28,159,106 shares by WCI, 3,367,609 shares by TWC and 1,796,200 shares by TW/TAE). Prior to the sale, WCI, TWC and TW/TAE converted the same number of shares of Class B Common Stock of TWTC into shares of Class A Common Stock of TWTC on a share-for-share basis.
(2) Each share of TWTC Class B Common Stock is convertible on a share-for-share basis into TWTC Class A Common Stock.
(3) See Exhibit 99 - Joint Filer Information

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