SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A

                          INFORMATION TO BE INCLUDED IN
                 STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
               AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
                                (Amendment No. 8)

                       America Online Latin America, Inc.
     ----------------------------------------------------------------------
                                (Name of Issuer)

                 Class A Common Stock, par value $0.01 per share
     ----------------------------------------------------------------------
                         (Title of Class of Securities)

                                    02365B100
            -------------------------------------------------------
                                 (CUSIP Number)

                             Paul T. Cappuccio, Esq.
                  Executive Vice President and General Counsel
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000

                                    Copy to:

                              Peter S. Malloy, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                                 (212) 455-2000
            -------------------------------------------------------

                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                December 30, 2002
            -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
Schedule  because of Rule 13d-1(e),  Rule 13d-1(f) or Rule  13d-1(g),  check the
following box |_|.







CUSIP No. 02365B100                                                 Page 2 of 20

--------- ----------------------------------------------------------------------
  1       NAME OF REPORTING PERSON

          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


                   AOL Time Warner Inc.                   13-4099534
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                   (a) [x]
                                   (b) [ ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  3       SEC USE ONLY:

--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  4       SOURCE OF FUNDS:

                   WC
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)

                                      [ ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  6       CITIZENSHIP OR PLACE OF ORGANIZATION:


                   Delaware
--------- ----------------------------------------------------------------------
-------------------- ---------- ------------------------------------------------
  NUMBER OF    7        SOLE VOTING POWER
   SHARES
BENEFICIALLY
  OWNED BY                55,015,749 (1)
    EACH             -----------------------------------------------------------
  REPORTING          -----------------------------------------------------------
 PERSON WITH            SHARED VOTING POWER
               8
                         136,551,706 (2)
                     -----------------------------------------------------------
                     -----------------------------------------------------------
                        SOLE DISPOSITIVE POWER
               9
                          55,015,749
                     -----------------------------------------------------------
                     -----------------------------------------------------------
                        SHARED DISPOSITIVE POWER
              10
                         136,851,706 (3)
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
 11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

                   191,867,455
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
 12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES:    [x]
--------- ----------------------------------------------------------------------
-------------------------------
1    Represents  44,150,106  shares of Class A Common Stock, par value $0.01 per
     share  ("Class A Common  Stock"),  of America  Online Latin  America,  Inc.
     ("AOL-LA") into which  (ultimately) the $160,000,000 11% senior convertible
     notes owned by AOL Time Warner Inc.  ("AOL Time Warner"),  are  immediately
     convertible at an initial conversion price of $3.624 plus 10,865,643 shares
     of Class A Common Stock into which (ultimately) 10,865,643 shares of Series
     B  Redeemable  Convertible  Preferred  Stock  owned by AOL Time  Warner are
     immediately convertible on a one-for-one basis.

2    Calculated pursuant to Rule 13d-3,  includes (i) 40,169,780 shares of Class
     A Common  Stock owned by America  Online,  Inc.  ("AOL"),  (ii)  79,840,676
     shares of Class A Common Stock into which (ultimately) 79,840,676 shares of
     Series  B  Redeemable   Convertible   Preferred  Stock  owned  by  AOL  are
     immediately  convertible on a one-for-one basis and (iii) 16,541,250 shares
     of  Class A Common  Stock  issuable  upon  exercise  of  AOL's  immediately
     exercisable warrant.

3    Calculated  pursuant  to  Rule  13d-3,   includes  the  136,551,706  shares
     described  in number 8 above plus  300,000  shares of Class A Common  Stock
     issuable upon exercise of certain employee options issued by AOL-LA.





CUSIP No. 02365B100                                                 Page 3 of 20

--------- ----------------------------------------------------------------------
 13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

                   66.9% (4)
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
 14        TYPE OF REPORTING PERSON:

                   HC, CO
--------- ----------------------------------------------------------------------























































-------------------------------
4    For purposes of  beneficial  ownership  calculation  under Rule 13d-3,  the
     number of outstanding shares includes:  (i) the 135,135,137 shares of Class
     A Common Stock outstanding  (including  40,169,780 shares of Class A Common
     Stock owned by AOL) as of January 13, 2003 based on information provided to
     AOL and AOL Time Warner by AOL-LA, (ii) 79,840,676 shares of Class A Common
     Stock  into which  (ultimately)  79,840,676  shares of Series B  Redeemable
     Convertible  Preferred Stock owned by AOL are immediately  convertible on a
     one-for-one basis, (iii) 16,541,250 shares of Class A Common Stock issuable
     upon exercise of AOL's immediately exercisable warrant, (iv) 300,000 shares
     of Class A Common Stock issuable upon exercise of certain  AOL-LA  employee
     options,  (v)  44,150,106  shares  of Class A Common  Stock  issuable  upon
     conversion of AOL Time Warner's  $160,000,000 11% senior  convertible notes
     and (vi) 10,865,643 shares of Class A Common Stock into which  (ultimately)
     10,865,643 shares of Series B Redeemable  Convertible Preferred Stock owned
     by AOL Time Warner are immediately convertible on a one-for-one basis.




CUSIP No. 02365B100                                                 Page 4 of 20

--------- ----------------------------------------------------------------------
  1       NAME OF REPORTING PERSON

          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

                   America Online, Inc.               54-1322110
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                    (a) [x]
                    (b) [ ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  3       SEC USE ONLY:

--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  4       SOURCE OF FUNDS:

                   Not Applicable
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)         [ ]

--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
  6       CITIZENSHIP OR PLACE OF ORGANIZATION:

                   Delaware
--------- ----------------------------------------------------------------------
-------------------- -------- --------------------------------------------------
 NUMBER OF              SOLE VOTING POWER
  SHARES        7
BENEFICIALLY
 OWNED BY                 0
   EACH              -----------------------------------------------------------
 REPORTING           -----------------------------------------------------------
PERSON WITH
               8        SHARED VOTING POWER

                          136,551,706 (1)
                     -----------------------------------------------------------
                     -----------------------------------------------------------
                        SOLE DISPOSITIVE POWER
               9
                          0
                     -----------------------------------------------------------
                     -----------------------------------------------------------
                        SHARED DISPOSITIVE POWER
              10

                          136,851,706 (2)
--------------------------------------------------------------------------------
--------- ----------------------------------------------------------------------
 11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

                   136,851,706
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
 12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES:  [ x ]

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


-------------------------------
1    Calculated pursuant to Rule 13d-3,  includes (i) 40,169,780 shares of Class
     A Common Stock owned by AOL, (ii) 79,840,676 shares of Class A Common Stock
     in which (ultimately)  79,840,676 shares of Series B Redeemable Convertible
     Preferred Stock owned by AOL are  immediately  convertible on a one-for-one
     basis and (iii)  16,541,250  shares of Class A Common Stock  issuable  upon
     exercise of AOL's immediately exercisable warrant.

2    Calculated  pursuant  to  Rule  13d-3,   includes  the  136,551,706  shares
     described  in number 8 above plus  300,000  shares of Class A Common  Stock
     issuable upon exercise of certain AOL-LA employee options.







CUSIP No. 02365B100                                                 Page 5 of 20
--------- ----------------------------------------------------------------------
 13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

                    59.0% (3)
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
 14        TYPE OF REPORTING PERSON:

                   CO
--------- ----------------------------------------------------------------------



-------------------------------
3    For purposes of  beneficial  ownership  calculation  under Rule 13d-3,  the
     number of outstanding shares includes:  (i) the 135,135,137 shares of Class
     A Common Stock outstanding  (including  40,169,780 shares of Class A Common
     Stock owned by AOL),  (ii)  79,840,676  shares of Class A Common Stock into
     which  (ultimately)  79,840,676  shares of Series B Redeemable  Convertible
     Preferred Stock owned by AOL are  immediately  convertible on a one-for-one
     basis,   (iii)   16,541,250   shares  of  Class  A  Common  Stock  issuable
     (ultimately)  upon exercise of AOL's  immediately  exercisable  warrant and
     (iv)  300,000  shares of Class A Common  Stock  issuable  upon  exercise of
     certain AOL-LA employee options.




CUSIP No. 02365B100                                                 Page 6 of 20

     AOL Time Warner Inc., a Delaware  corporation ("AOL Time Warner"),  and its
wholly-owned  subsidiary,  America Online,  Inc., a Delaware corporation ("AOL")
(collectively,  the  "Reporting  Persons"),  hereby  file this  Amendment  No. 8
("Amendment  No. 8") to amend and  supplement  the  statement  on  Schedule  13D
originally filed on August 22, 2000 and amended on January 22, 2001 and February
27,  2001,  further  amended and  restated in its entirety on April 13, 2001 and
further amended on April 5, 2002 ("Amendment No. 4"), June 17, 2002,  August 29,
2002 ("Amendment No. 6") and October 18, 2002 ("Amendment No. 7") (as previously
so  amended,  the  "Statement"),  with  respect  to the shares of Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock"), of America Online
Latin America, Inc., a Delaware corporation ("AOL-LA"). As provided in the Joint
Filing  Agreement filed as Exhibit 13 to Amendment No. 4, the Reporting  Persons
have agreed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  to file one  statement on Schedule 13D with
respect to their beneficial ownership of the Class A Common Stock.

     Unless otherwise expressly set forth herein,  capitalized terms not defined
in this Amendment No. 8 have the meanings given to such terms in the Statement.

Item 1. Security and Issuer

     This  Amendment  No. 8 relates to the Class A Common  Stock of AOL-LA.  The
address of the principal  executive  office of AOL-LA is 6600 N. Andrews Avenue,
Suite 500, Fort Lauderdale, Florida 33309.

Item 3. Source and Amount of Funds or Other Consideration

     Item 3 of the  Statement is hereby  amended by adding the  following as the
last 4 paragraphs thereof:

     On October 18,  2002,  AOL Time Warner  purchased  at par value  $9,500,000
aggregate  principal  amount of AOL-LA's 11% Senior  Convertible  Notes due 2007
(the "Sixth Tranche Notes") pursuant to a Note Purchase  Agreement  described in
Items 4 and 6 using funds from AOL Time Warner's working capital.

     On November 27, 2002,  AOL Time Warner  purchased at par value  $12,200,000
aggregate  principal  amount of AOL-LA's 11% Senior  Convertible  Notes due 2007
(the "Seventh Tranche Notes") pursuant to a Note Purchase Agreement described in
Items 4 and 6 using funds from AOL Time Warner's working capital.

     On December 30, 2002,  AOL Time Warner  purchased at par value  $67,000,000
aggregate  principal  amount of AOL-LA's 11% Senior  Convertible  Notes due 2007
(the "Eighth Tranche Notes") pursuant to a Note Purchase Agreement  described in
Items 4 and 6 using funds from AOL Time Warner's working capital. Following this
purchase,  AOLTW has no further  obligation  to  purchase  notes  under the Note
Purchase Agreement.

     In  accordance  with the terms of the Tranche Notes (as defined in Item 5),
on December 31, 2002, AOL-LA issued 5,183,668 shares of Series B Preferred Stock
to AOL Time  Warner as payment of interest  due as of such date on  $160,000,000
aggregate  principal  amount of AOL-LA's 11% Senior  Convertible  Notes due 2007
held by AOL Time Warner.





CUSIP No. 02365B100                                                 Page 7 of 20

     On January 10, 2003, AOL converted  32,328,736 shares of Series B Preferred
Stock into  32,328,736  shares of Class A Common Stock and, on January 13, 2003,
AOL converted an additional  3,841,044  shares of Series B Preferred  Stock into
3,841,044 shares of Class A Common Stock (collectively,  the "Conversion").  The
Conversion  was made in  response  to  requests  received  from  AOL-LA that AOL
convert a sufficient  number of shares of preferred stock into shares of Class A
Common  Stock to assist  AOL-LA in its  efforts  to remain  listed on the Nasdaq
SmallCap Market (the "SmallCap Market").  Similar requests were made to ODC and,
in response,  ODC converted  28,508,177  shares of Series C Preferred Stock into
28,508,177  shares of Class A Common  Stock on January 10, 2003,  and  3,387,115
shares of Series C Preferred Stock into 3,387,115 shares of Class A Common Stock
on January 13,  2003.  The  Conversion  reduces the number of shares of Series B
Preferred  Stock  required to be owned by AOL,  AOL Time Warner and their wholly
owned  affiliates  and employees in order to avoid a "Class B Triggering  Event"
(as defined in the Charter) by the number of shares of Series B Preferred  Stock
so converted.

Item 4. Purpose of Transaction

     Item 4 of the Statement is hereby amended by deleting subparagraph 8(c) and
adding the new subparagraph 8(c) in lieu thereof:

     (c) unless otherwise  required under Delaware law or waived by holders of a
majority  of the  outstanding  shares of B Stock or C Stock,  approving  (i) the
merger,  consolidation,  dissolution or liquidation of AOL-LA, (ii) any issuance
of, or change in, any of the capital stock of AOL-LA,  (iii) the transfer of any
material  assets of AOL-LA,  (iv) any  transactions or series of transactions in
which AOL-LA acquires  control over any other person,  (v) the  establishment of
any entity by AOL-LA,  (vi) the  adoption or  modification  of  business  plans,
annual  budgets,  forecasts or business  projections  of AOL-LA  (vii)  AOL-LA's
establishment  of, or any  significant  modification  to, any investment or cash
management  policy,  (viii)  AOL-LA's  discontinuance  of any material  business
activity,  (ix)  AOL-LA's  entering  into  any  partnership,  joint  venture  or
consortium,  (x) AOL-LA's entering into material agreements outside the ordinary
course of its business,  and (xi) AOL-LA's filing for bankruptcy or its decision
not to prevent or oppose an involuntary filing for bankruptcy.

     Item 4 of the  Statement  is hereby  amended by deleting  paragraph  11 and
adding the new paragraph 11 in lieu thereof:

     Pursuant to the Charter,  AOL-LA established a two-member  committee of the
Board  consisting of one Class B Director and one Class C Director (the "Special
Committee"). The Special Committee will evaluate corporate actions such as:

     (a)  amendments  to  the  Charter,   By-laws,   the  Amended  and  Restated
          Stockholders'   Agreement   or  the  Amended  and   Restated   AOL-ODC
          Registration Rights Agreement;

     (b)  the merger, consolidation, dissolution or liquidation of AOL-LA;

     (c)  any issuance of, or change in, any capital stock of AOL-LA;

     (d)  the transfer of any material assets of AOL-LA;




CUSIP No. 02365B100                                                 Page 8 of 20

     (e)  any transaction or series of transactions involving the acquisition of
          any interest in another entity;

     (f)  the  entry  into any  contract  relating  to  advertising,  electronic
          commerce,  partner marketing,  content,  brand marketing or subscriber
          acquisition (the "Core  Contracts")  involving cash payments to AOL-LA
          in excess of  $1,500,000  or  non-cash  payments  to  AOL-LA,  or cash
          payments by AOL-LA, in excess of $750,000;

     (g)  the entry into any Core  Contract to purchase  media  advertising  for
          amounts in excess of $2,000,000;

     (h)  the entry into any Core  Contract  to purchase  compact  discs for the
          marketing of the products and services of AOL-LA for amounts in excess
          of $5,000,000;

     (i)  the  entry  into  any   contract   relating   to  the   provision   of
          telecommunications connectivity;

     (j)  the entry into any contract,  other than a Core Contract or a contract
          relating  to  the   provision  of   telecommunications   connectivity,
          involving payments in excess of $250,000;

     (k)  any  transaction  involving  any debt  incurred by AOL-LA  (other than
          trade  payables  incurred in the ordinary  course of business,  credit
          card  indebtedness  incurred  in the  ordinary  course of  business or
          borrowings  under  credit  facilities  approved  by the Board) and the
          establishment of any credit facility of AOL-LA;

     (l)  any  transaction or series of  transactions  in which AOL-LA  acquires
          control over any other person;

     (m)  any  transaction  or  series of  transactions  which  would  result in
          capital expenditures in excess of $250,000;

     (n)  any  future  expenditure  in  respect  of a  particular  line  item in
          AOL-LA's  most recent budget or forecast to the extent that AOL-LA has
          exceeded such line item;

     (o)  the entry into any contract with a term in excess of three years;

     (p)  the declaration of any dividends on securities of AOL-LA;

     (q)  the selection of nominees to be  recommended by the Board for election
          by all outstanding shares of AOL-LA capital stock voting together;

     (r)  the admission of any Strategic Partners;

     (s)  the  establishment  of an executive  committee and the  appointment or
          removal of any member of a committee of the Board;




CUSIP No. 02365B100                                                 Page 9 of 20

     (t)  the  launch by AOL-LA of  AOL-branded  TV- and  wireless-based  online
          services in Latin America;

     (u)  any third-party  transaction or litigation relating to AOL-branded TV-
          and  wireless-based  online  services or any other platform other than
          narrow-band PC access online services;

     (v)  the establishment of any entity by AOL-LA;

     (w)  litigation  by AOL-LA that  involves  amounts in excess of $100,000 or
          that is adverse to the rights of either AOL or the Cisneros Group;

     (x)  the adoption or modification  of the business  plans,  annual budgets,
          forecasts or business projections of AOL-LA;

     (y)  AOL-LA's  establishment  of, or any significant  modification  to, any
          investment or cash management policies;

     (z)  AOL-LA's discontinuance of any material business activity;

     (aa) AOL-LA's entering any partnership, joint venture or consortium;

     (bb) AOL-LA's  issuance of press releases  containing  material  non-public
          information;

     (cc) AOL-LA's  entering into  agreements  outside of the ordinary course of
          its business;

     (dd) AOL-LA's  filing  for  bankruptcy  or its  decision  not to prevent or
          oppose any involuntary filing for bankruptcy;

     (ee) the adoption or material amendment to any employee benefit plan (other
          than plans covering  health,  medical or life  insurance) or executive
          compensation plan or severance payment;

     (ff) the hiring or firing of vice presidents or above, or the increasing of
          the  compensation  of  directors  or above,  or the  promotion  of any
          personnel to any position of director or above;

     (gg) the expansion of AOL-LA's business beyond its core business
               activities in Latin America;

     (hh) the public release of any material new product or service by AOL-LA;

     (ii) any transaction between AOL-LA and either AOL or ODC; and

     (jj) any change to the terms of  outstanding  stock  rights  that have been
          granted pursuant to an approved stock option plan.




CUSIP No. 02365B100                                                Page 10 of 20

     Item 4 of the  Statement  is hereby  amended by deleting  paragraph  18 and
adding the following new paragraph 18 in lieu thereof:

     AOL Time Warner has entered  into a Note  Purchase  Agreement  with AOL-LA,
dated as of March 8,  2002 (as  amended  from time to time,  the "Note  Purchase
Agreement"),  for the purchase by AOL Time Warner (and/or its permitted assigns)
of  up to  $160,000,000  aggregate  principal  amount  of  AOL-LA's  11%  Senior
Convertible  Notes due 2007 (the "Initial  Notes").  On March 11, 2002, AOL Time
Warner purchased an initial tranche of $17,300,000 aggregate principal amount of
the Initial Notes from AOL-LA (the "First Tranche Notes").  On May 20, 2002, AOL
Time Warner and AOL-LA executed an amendment to the Note Purchase Agreement (the
"Note Purchase Agreement Amendment") to substitute a revised form of Certificate
of Amendment  (as defined in Item 6) for the form  attached to the Note Purchase
Agreement initially executed.  The Note Purchase Agreement Amendment is attached
to this  Statement  as  Exhibit  14. As more  fully  discussed  in Item 6, after
obtaining  shareholder  approval at its Annual Meeting of  Stockholders  held on
July 31, 2002,  AOL-LA filed the  Certificate of Amendment with the Secretary of
State of the State of  Delaware  on August 5,  2002.  Among  other  things,  the
Certificate of Amendment  increased the number of authorized shares and adjusted
the liquidation preferences of the Series B Preferred Stock.

     Item 4 of the  Statement  is hereby  amended by deleting  paragraph  21 and
adding the following new paragraph in lieu thereof:

     AOL Time Warner's purchase of Initial Notes is part of a broader investment
history with AOL-LA that included the  Reorganization,  AOL's purchase on August
11, 2000 of  4,000,000  shares of Class A Common Stock in the Offering and AOL's
purchases  of  additional  preferred  stock of AOL-LA  under the Stock  Purchase
Agreement in 2001. The Reporting Persons'  investments in AOL-LA are expected to
increase as a result of the payment from time to time of interest on the Initial
Notes in the form of shares of AOL-LA capital stock and the payment from time to
time of dividends on preferred  stock held by the Reporting  Persons in the form
of additional shares of capital stock. See Item 6.

     Item 4 of the  Statement  is  hereby  amended  by  deleting  the last  nine
paragraphs thereof and adding the following in lieu thereof:

     The Conversion  was made in response to requests  received from AOL-LA that
AOL  convert a  sufficient  number of shares of  preferred  stock into shares of
Class A Common  Stock to assist  AOL-LA in its  efforts to remain  listed on the
SmallCap Market.

     The  Reporting  Persons  intend to review their  investment  in AOL-LA on a
continuing basis and, subject to the limitations set forth in the Second Amended
and  Restated  Stockholders'  Agreement,   reserve  the  right  to  (i)  acquire
additional  securities of and increase  their level of investment and control in
AOL-LA,  through  acquisitions  in the open  market or in  privately  negotiated
transactions  with AOL-LA or third  parties or otherwise,  (ii)  maintain  their
holdings  at  current  levels or (iii)  sell or  otherwise  dispose  of all or a
portion  of  their  holdings  in the  open  market  or in  privately  negotiated
transactions  or  otherwise or reduce  their level of  investment  or control in
AOL-LA.  Any such actions will depend upon, among other things: the availability
of such  securities  for purchase,  or the ability to sell such  securities,  at
satisfactory  price levels;  the  continuing  evaluation  of AOL-LA's  business,
financial  condition,  operations and prospects;  general  market,  economic and
other  conditions;  the  relative  attractiveness  of





CUSIP No. 02365B100                                                Page 11 of 20

alternative   business  and  investment   opportunities;   the  availability  of
financing; the actions of the management,  Board and controlling stockholders of
AOL-LA; and other future developments.

     As part of their ongoing review,  the Reporting Persons may have additional
discussions with third parties, including other stockholders,  or with the board
of directors or management of AOL-LA regarding the foregoing.

     Except as set forth  elsewhere  in this  Amendment  No. 8, neither AOL Time
Warner  nor AOL has any  current  plans or  proposals  which  relate to or would
result in any of the actions requiring disclosure pursuant to Item 4 of Schedule
13D,  although  AOL  Time  Warner  and AOL do not rule  out the  possibility  of
effecting or seeking to effect any such actions in the future.

     References  to,  and  descriptions  of,  the Second  Amended  and  Restated
Stockholders' Agreement, the Note Purchase Agreement, the Initial Notes, the PIK
Notes, the Second Amended and Restated AOL-ODC  Registration  Rights  Agreement,
the Voting  Agreements  and the  Conversion  Agreement  are  qualified  in their
entirety by  reference to the copies of such  documents  included as exhibits to
Amendment No. 4,  Amendment No. 6 and Amendment No. 7, and are  incorporated  in
this Item 4 in their entirety where such references and descriptions appear.

Item 5. Interest in Securities of the Issuer

     Item 5 of the  Statement  is hereby  amended  and  restated  to read in its
entirety as follows:

     The  information set forth or incorporated by reference in Items 2, 3, 4, 6
and 7 is hereby incorporated herein by reference.

     As of January 13, 2003,  based on information  provided to AOL and AOL Time
Warner  by  AOL-LA,  there  were  135,135,137  shares  of Class A  Common  Stock
outstanding.  No shares of AOL-LA's Class B Common Stock or Class C Common Stock
were outstanding. For purposes of Rule 13d-3 under the Exchange Act, the Class A
Common Stock issuable,  directly or indirectly,  upon conversion of the Series B
Preferred  Stock  currently  held by AOL, upon exercise of the AOL Warrant,  and
upon  exercise  by the  Employees  (defined  below) of their  options,  (i) with
respect to percentage  ownership  calculations made herein for AOL, increase the
number of Class A Common Stock  outstanding  to  231,817,0631  and (ii) together
with the  55,015,749  shares  of  Class A Common  Stock  issuable,  directly  or
indirectly,  upon conversion of (x) the First Tranche Notes,  the Second Tranche
Notes,  the Third Tranche Notes,  the Fourth  Tranche  Notes,  the Fifth Tranche
Notes, the Sixth Tranche Notes, the Seventh Tranche Notes and the Eighth Tranche
Notes  (collectively,  the  "Tranche  Notes") and (y) the  10,865,643  shares of
Series B  Preferred  Stock  issued to AOL Time  Warner by AOL-LA as  payment  of
interest  due  on  the  Tranche  Notes  with  respect  to  percentage  ownership
calculations  made herein for AOL Time  Warner,  increase  the number of Class A
Common Stock outstanding to 286,832,812.

-------------------------------
1    Includes (i) the  135,135,137  shares of Class A Common  Stock  outstanding
     (including  36,328,736  shares of Class A Common Stock owned by AOL),  (ii)
     79,840,676  shares  of  Class  A  Common  Stock  into  which   (ultimately)
     79,840,676 shares of Series B Redeemable  Convertible Preferred Stock owned
     by AOL are immediately convertible on a one-for-one basis, (iii) 16,541,250
     shares of Class A Common Stock issuable upon exercise of AOL's  immediately
     exercisable  warrant  and (iv)  300,000  shares  of  Class A  Common  Stock
     issuable upon exercise of certain AOL-LA employee options.





CUSIP No. 02365B100                                                Page 12 of 20

     As  of  the  date  hereof,  the  Reporting  Persons  (i)  beneficially  own
40,169,780  shares of Class A Common Stock held by AOL and (ii) pursuant to Rule
13d-3(a)  promulgated  under the Exchange Act, may be deemed to beneficially own
an additional 96,381,926 shares of Class A Common Stock, which are issuable upon
conversion,  directly or indirectly,  of all of the shares of Series B Preferred
Stock  held by AOL and upon  exercise  of the AOL  Warrant.  Shares  of Series B
Preferred Stock are convertible into shares of Class B Common Stock at any time,
initially on a one  share-for-one  share basis, and such Class B Common Stock is
convertible  into  Class  A  Common  Stock  at  any  time,  initially  on a  one
share-for-one share basis.

     Pursuant to Rule 13d-3(a) promulgated under the Exchange Act, the Reporting
Persons may also be deemed to beneficially  own options to purchase an aggregate
of 300,000 shares of Class A Common Stock.  As stated in Item 6 below,  upon the
consummation of AOL-LA's  initial public  offering,  Michael Lynton,  J. Michael
Kelly,  and Gerald Sokol,  Jr.,  employees of AOL or AOL Time Warner,  were each
granted an option to  purchase  60,000  shares of Class A Common  Stock.  Janice
Brandt and Joseph  Ripp,  employees  of AOL (each an  "employee"  and along with
Messrs.  Lynton, Kelly and Sokol, the "Employees"),  were each granted an option
to  purchase  60,000  shares of Class A Common  Stock in  connection  with their
appointment  to the board of directors of AOL-LA.  Under the Reporting  Persons'
conflicts of interest  standards,  each such Employee must transfer the economic
benefit of his or her options to AOL Time Warner or AOL, as applicable. Although
each such Employee is the record  holder of the option,  AOL and AOL Time Warner
hold or share the disposition power with respect to all of the shares of Class A
Common Stock underlying the options.  The filing of Amendments to the Statement,
however,  shall not be construed  as an  admission  for the purposes of Sections
13(d) and 13(g) of the Exchange Act and Regulation 13D-G promulgated  thereunder
that any of such Employees is the  beneficial  owner of any securities of AOL-LA
other than the options and shares of Class A Common Stock underlying the options
issued to such Employee.

     Pursuant to Rule  13d-3(a)  promulgated  under the  Exchange  Act, AOL Time
Warner may also be deemed to beneficially own an additional 55,015,749 shares of
Class A Common Stock which are issuable upon conversion, directly or indirectly,
of: (i) the Tranche Notes at the  conversion  price of $3.624 per share,  as the
same may be adjusted in accordance  with the terms of the Tranche Notes and (ii)
the shares of Series B  Preferred  Stock  issued to AOL Time Warner by AOL-LA as
payment of interest due on the Tranche  Notes.  As further  described in Item 6,
the Tranche Notes are convertible at any time into Applicable Shares (as defined
in Item 6 of the Statement),  which may be shares of Series B Preferred Stock or
Class A Common Stock, in any case at a conversion price of $3.624 per share.

     AOL and AOL Time Warner have shared power to vote and dispose of 40,169,780
shares of Class A Common  Stock held by AOL,  the  79,840,676  shares of Class A
Common Stock issuable upon  conversion,  directly or  indirectly,  of all of the
Series B Preferred  Stock held by AOL, and  16,541,250  shares of Class A Common
Stock  issuable upon exercise of the AOL Warrant.  AOL and AOL Time Warner share
the power to dispose of the 300,000 shares of Class A Common Stock issuable upon
exercise  of the stock  options  that were  granted to the  Employees.  AOL Time
Warner has sole power to vote and  dispose of the  55,015,749  shares of Class A
Common Stock that are issuable upon conversion,  directly or indirectly, of both
the Tranche  Notes  acquired by AOL Time  Warner  pursuant to the Note  Purchase
Agreement  and the shares of Series B Preferred  Stock issued to AOL Time Warner
as payment of interest due on the Tranche Notes.




CUSIP No. 02365B100                                                Page 13 of 20

     Consequently,  under Rule 13d-3(a),  upon conversion of the B Stock held by
AOL,  the  exercise  of the AOL Warrant  and the  exercise of the stock  options
granted to the Employees, AOL would beneficially own 136,851,706 shares of Class
A Common Stock in the aggregate, or approximately 59.0% of the shares of Class A
Common Stock currently outstanding.  Upon conversion of the B Stock held by AOL,
the exercise of the AOL Warrant,  the exercise of the stock  options  granted to
the  Employees,  the  conversion  of the B Stock held by AOL Time Warner and the
conversion  of the  Tranche  Notes,  AOL  Time  Warner  would  beneficially  own
191,867,455  shares of Class A Common Stock in the aggregate,  or  approximately
66.9% of the  shares of Class A Common  Stock  currently  outstanding.  However,
assuming (i) the  conversion of all B Stock and C Stock,  (ii) the conversion of
all  of  the  Tranche  Notes  and  (iii)  the  exercise  and  conversion  of all
outstanding   warrants  and  stock  options,  AOL  and  AOL  Time  Warner  would
beneficially own approximately 37.3% and 52.4%, respectively, of the 366,471,514
shares of Class A Common Stock of AOL-LA that would be issued and outstanding.

     Pursuant to Rule  13d-5(b)(1)  promulgated  under the Exchange  Act, to the
extent a "group" is deemed to exist by virtue of the Second Amended and Restated
Stockholders'  Agreement,  the ODC Voting  Agreement and the Second  Amended and
Restated AOL-ODC Registration Rights Agreement (each as defined in Item 6 of the
Statement),  the Reporting  Persons may be deemed to have beneficial  ownership,
for  purposes of  Sections  13(d) and 13(g) of the  Exchange  Act, of all of the
equity securities of AOL-LA  beneficially owned by the Cisneros Group. As of the
date hereof,  the Cisneros Group  beneficially owns 35,895,292 shares of Class A
Common Stock,  79,518,702  shares of Series C Preferred Stock,  which represents
all of such Series C Preferred  Stock  outstanding,  and  currently  exercisable
options to purchase  120,000 shares of Class A Common Stock.  Shares of Series C
Preferred Stock are convertible  into AOL-LA's Class C Common Stock at any time,
initially on a one  share-for-one  share basis, and such Class C Common Stock is
convertible  into  Class  A  Common  Stock  at  any  time,  initially  on a  one
share-for-one   share  basis.  As  of  the  date  hereof,   the  Cisneros  Group
beneficially owns an aggregate of 115,533,994 shares of Class A Common Stock, or
approximately 31.5% of the 366,471,514 shares of Class A Common Stock that would
be issued and  outstanding,  assuming  (i) the  conversion  of all B Stock and C
Stock,  (ii) the  conversion  of all of the Tranche Notes and (iii) the exercise
and  conversion of all  outstanding  warrants and stock  options.  The Reporting
Persons disclaim beneficial ownership of any AOL-LA securities owned directly or
indirectly by the Cisneros Group.

     Pursuant to Rule  13d-5(b)(1)  promulgated  under the Exchange  Act, to the
extent a "group"  is deemed  to exist by virtue of the Banco  Itau  Registration
Rights Agreement and the Itau Voting Agreement (each as defined in Item 6 of the
Statement),  the Reporting  Persons may be deemed to have beneficial  ownership,
for  purposes of  Sections  13(d) and 13(g) of the  Exchange  Act, of all of the
equity  securities  of AOL-LA  beneficially  owned by the Banco  Itau  Reporting
Persons.  As of the date hereof,  the Banco Itau Reporting Persons  beneficially
own  35,937,840  shares of Class A Common Stock,  or  approximately  9.8% of the
366,471,514 shares of Class A Common Stock that would be issued and outstanding,
assuming (i) the  conversion of all B Stock and C Stock,  (ii) the conversion of
all  of  the  Tranche  Notes  and  (iii)  the  exercise  and  conversion  of all
outstanding   warrants  and  stock  options.   The  Reporting  Persons  disclaim
beneficial  ownership of any AOL-LA  securities  owned directly or indirectly by
the Banco Itau Reporting Persons.





CUSIP No. 02365B100                                                Page 14 of 20

     Other  than as set  forth  herein,  to the best of the  Reporting  Persons'
knowledge  as of the date  hereof,  (i)  neither the  Reporting  Persons nor any
subsidiary  or  affiliate  of the  Reporting  Persons  nor any of the  Reporting
Persons' executive officers or directors,  beneficially owns any shares of Class
A Common Stock,  and (ii) there have been no transactions in the shares of Class
A Common Stock effected during the past 60 days by the Reporting Persons, nor to
the best of the Reporting Persons' knowledge,  by any subsidiary or affiliate of
the Reporting  Persons or any of the Reporting  Persons'  executive  officers or
directors.

     References  to,  and  descriptions  of,  the Second  Amended  and  Restated
Stockholders'  Agreement, the Note Purchase Agreement, the Voting Agreements and
the Second  Amended and  Restated  AOL-ODC  Registration  Rights  Agreement  are
qualified  in their  entirety  by  reference  to the  copies  of such  documents
included as exhibits to Amendment No. 4 and Amendment No. 6 and are incorporated
in this Item 5 in their entirety where such references and descriptions appear.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer

     Item 6 of the  Statement  is  hereby  amended  by  deleting  the last  nine
paragraphs thereof and adding the following in lieu thereof:

     AOL entered into a Preferred  Stock  Conversion  Agreement with each of ODC
and  AOL-LA,  dated as of October  3, 2002 (as  amended  from time to time,  the
"Conversion Agreement"), pursuant to which AOL and ODC were obligated to convert
a certain  number  of their  shares of  Series B  Preferred  Stock and  Series C
Preferred Stock, as applicable,  into shares of Class A Common Stock, subject to
certain  conditions.  No  conversion  of  Series B  Preferred  Stock or Series C
Preferred Stock, however, was or will be required under the Conversion Agreement
because on the date on which any conversion thereunder was to have occurred, the
closing bid price of the Class A Common Stock exceeded the threshold below which
any conversion  would have been required.  The Conversion  (discussed in greater
detail in Item 4) was not related to or required by the Conversion Agreement.

     In connection  with the  Conversion  Agreement,  AOL, AOLTW and ODC entered
into a voting  agreement  pursuant  to which  each  agreed to vote in favor of a
charter  amendment  to reduce  their  respective  B Stock and C Stock  ownership
thresholds  (below which they lose their  preferred  stock class  rights) by the
number of shares of preferred stock that are converted into Class A Common Stock
at the request of AOL-LA in order to meet the continued listing  requirements of
the NASDAQ Stock Market. The charter amendment also provides that upon a sale or
transfer by AOL or ODC to any person  other than their  respective  wholly-owned
affiliates  (as  defined in the  Charter)  of Class A Common  Stock in an amount
which exceeds the amount of Class A Common Stock previously acquired or acquired
at any time in the future by AOL or ODC, as the case may be,  other than through
the  conversion of B Stock or C Stock,  as  applicable,  the required  ownership
thresholds  of AOL or ODC,  as the case may be, will  increase on a  one-for-one
basis until such threshold  reaches its original amount.  This charter amendment
was filed with the  Secretary  of State of the State of Delaware on December 23,
2002 and is attached hereto as Exhibit 19.

     References to, and descriptions of, the Note Purchase Agreement, the Second
Amended and





CUSIP No. 02365B100                                                Page 15 of 20

Restated AOL-ODC Registration Rights Agreement,  the Second Amended and Restated
Stockholders  Agreement,  the Voting Agreements and the Conversion Agreement are
qualified  in their  entirety  by  reference  to the  copies  of such  documents
included as exhibits to Amendment  No. 4,  Amendment  No. 6 and Amendment No. 7,
which are  incorporated  in this Item 6 in their entirety where such  references
and descriptions appear.

     To the best of the Reporting Persons' knowledge, except as described in the
Statement  and this  Amendment  No. 8, there are at present no other  contracts,
arrangements,  understandings or relationships among the persons named in Item 2
above,  and  between  any such  persons  and any  person,  with  respect  to any
securities of AOL-LA.

     The  information set forth or incorporated by reference in Items 2, 3, 4, 5
and 7 is hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits

     Item 7 of the  Statement is hereby  amended by adding the  following as the
last Exhibit thereof:

     19.  Certificate   of  Amendment   of  Fourth   Restated   Certificate   of
          Incorporation  of America Online Latin America,  Inc.,  filed with the
          Secretary of State of the State of Delaware on December 23, 2002.





CUSIP No. 02365B100                                                Page 16 of 20

                                   SIGNATURES

     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: January 23, 2003



                                               AOL 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/ Joseph A. Ripp
                                              ----------------------------------
                                           Name:  Joseph A. Ripp
                                           Title: Vice Chairman and
                                                  Acting Chief Financial Officer






CUSIP No. 02365B100                                                Page 17 of 20

                                   SCHEDULE I

            ADDRESSES OF THE CISNEROS GROUP AND THE BANCO ITAU GROUP
                      AND THE BANCO ITAU REPORTING PERSONS
                      ------------------------------------





Atlantis Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134

Aspen Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134

Banco Itau, S.A.
176 Rua Boa Vista
01014-913 Sao Paulo, Brazil

Banco Banerj, S.A.
Rua da Alfandega 28, 9th Floor
Rio de Janeiro, Brazil

Itau Bank Limited
Ansbacher House, 3rd Floor
20 Genesis Close -P.O. Box 10141
Grand Cayman
Cayman Islands, B.W.I.

Banco Itau, S.A.-Cayman Branch
Ansbacher House, 3rd Floor
20 Genesis Close -P.O. Box 10141
Grand Cayman
Cayman Islands, B.W.I.





CUSIP No. 02365B100                                                Page 18 of 20


                                   SCHEDULE II
               DIRECTORS AND EXECUTIVE OFFICERS OF AOL TIME WARNER
               ---------------------------------------------------

     The  following  table sets forth the name,  business  address  and  present
principal occupation or employment of each director and executive officer of AOL
Time Warner.  Except as indicated below, each such person is a U.S. citizen, and
the business address of each such person is 75 Rockefeller  Plaza, New York, New
York 10019.



Board of Directors
------------------

Name                               Title and Present Principal Occupation
-----                              --------------------------------------

Stephen M. Case                    Chairman of the Board; AOL Time Warner Inc.
Richard D. Parsons                 Chief Executive Officer; AOL Time Warner Inc.
Kenneth J. Novack                  Vice Chairman; AOL Time Warner Inc.
R.E. Turner                        Vice Chairman; AOL Time Warner Inc.
Daniel F. Akerson                  Former Chairman of the Board and
                                    Chief Executive Officer;
                                   XO Communications, Inc.
                                   11111 Sunset Hills Road
                                   Reston, VA 20190
                                   (a broadband and communications company)
James L. Barksdale                 President and Chief Executive Officer of
                                   Barksdale Management Corp.
                                   800 Woodland Parkway, Suite 118
                                   Ridgland, MS 39157
Stephen F. Bollenbach              President and Chief Executive Officer;
                                   Hilton Hotels Corporation
                                   9336 Civic Center Drive
                                   Beverly Hills, CA 90210
Frank J. Caufield                  Partner;
                                   Kleiner Perkins Caufield & Byers
                                   Four Embarcadero Center
                                   San Francisco, CA 94111
                                   (a venture capital partnership)
Miles R. Gilburne                  Principal; ZG Ventures L.L.C.
                                   1250 Connecticut Avenue
                                   Washington, D.C. 20036
Carla A. Hills                     Chairman and Chief Executive Officer;
                                   Hills & Company
                                   1200 19th Street, NW
                                   Washington, DC 20036
                                   (international trade and investment
                                     consultants)




CUSIP No. 02365B100                                                Page 19 of 20


Reuben Mark                        Chief Executive Officer;
                                   Colgate-Palmolive Company
                                   300 Park Avenue
                                   New York, NY 10022
                                   (consumer products)
Michael A. Miles                   Former Chairman of the Board and
                                     Chief Executive Officer
                                    of Phillip Morris Companies Inc.;
                                   Director of Various Companies
                                   c/o AOL Time Warner Inc.
Franklin D. Raines                 Chairman and Chief Executive Officer;
                                   Fannie Mae
                                   3900 Wisconsin Avenue, NW
                                   Washington, DC 20016-2806
                                   (a non-banking financial services company)
Francis T. Vincent, Jr.            Chairman of Vincent Enterprises
                                   and Director of Various Companies;
                                   290 Harbor Drive
                                   Stamford, CT 06902
                                   (a private investment firm)

Executive Officers Who Are Not Directors
----------------------------------------

Name                      Title and Present Principal Occupation
----                      --------------------------------------

Jeffrey A. Bewkes         Chairman, Entertainment & Networks Group;
                            AOL Time Warner Inc.
Don Logan                 Chairman, Media & Communications Group;
                            AOL Time Warner Inc.
Paul T. Cappuccio         Executive Vice President, General Counsel and
                            Secretary; AOL Time Warner Inc.
Adolf R. DiBiasio         Executive Vice President of Strategy and
                            Investments; AOL Time Warner Inc.
Patricia Fili-Krushel     Executive Vice President of Administration;
                            AOL Time Warner Inc.
Robert M. Kimmitt         Executive Vice President, Global & Strategic Policy;
                            AOL Time Warner Inc.
Michael M. Lynton         Executive Vice President and President, International;
                            AOL Time Warner Inc.
Wayne H. Pace             Executive Vice President and Chief Financial Officer;
                            AOL Time Warner Inc.







CUSIP No. 02365B100                                                Page 20 of 20


                                  SCHEDULE III
            DIRECTORS AND EXECUTIVE OFFICERS OF AMERICA ONLINE, INC.
            ---------------------------------------------------------

     The  following  table sets forth the name,  business  address  and  present
principal  occupation or  employment  of each director and executive  officer of
America Online, Inc. unless otherwise noted, each such person is a U.S. citizen,
and the business address of each such person is 22000 AOL Way, Dulles,  Virginia
20166.



Board of Directors
------------------

Name                       Title and Present Principal Occupation
-----                      --------------------------------------
Don Logan                  Chairman, Media & Communications Group;
                           AOL Time Warner Inc.
                           75 Rockefeller Plaza
                           New York, New York 10019
Jonathan F. Miller         Chairman and Chief Executive Officer;
                           America Online, Inc.
Wayne H. Pace              Executive Vice President and Chief Financial Officer;
                           AOL Time Warner Inc.
                           75 Rockefeller Plaza
                           New York, New York 10019

Executive Officers Who Are Not Directors
----------------------------------------

Joseph A. Ripp            Vice Chairman and Acting Chief Financial Officer;
                            America Online, Inc.
Theodore J. Leonsis       Vice Chair, Advanced Services Group;
                            America Online, Inc.
Randall J. Boe            Executive Vice President, General Counsel and
                            Secretary; America Online, Inc.
John Buckley              Executive Vice President, Corporate Communications;
                            America Online, Inc.
J. Michael Kelly          Chairman and Chief Executive Officer, AOL
                            International; America Online, Inc.
Martin R. Fisher          President, Technology Department; America Online, Inc.
Lisa A. Hook              President, AOL Broadband; America Online, Inc.
Michael M. Lynton         President, AOL International; America Online, Inc.
Joseph M. Redling         President, Brand Marketing; America Online, Inc.
Robert B. Sherman         President, Interactive Marketing; America Online, Inc.
Peter B. Ashkin           Executive Vice President, Technology Assessment;
                            America Online, Inc.
James P. Bankoff          Executive Vice President, Operations, Interactive
                            Services; America Online, Inc.
Joel M. Davidson          Executive Vice President, AOL Web Properties;
                            America Online, Inc.
David A. Gang             Executive Vice President, Product Marketing;
                            America Online, Inc.
Matthew R. Korn           Executive Vice President, Network and Data Center
                            Operations; America Online, Inc.
David A. Lebow            Executive Vice President, Programming and Strategy
Neil Smit                 Executive Vice President, Member Services;
                            America Online, Inc.
Thomas R. Colan           Senior Vice President, Controller and Treasurer;
                            America Online, Inc.






                                 EXHIBIT INDEX
                                 -------------

Exhibit Number      Description

 19                 Certificate  of Amendment of Fourth  Restated  Certficate of
                    Incorporation  of America Online Latin America,  Inc., filed
                    with the  Secretary  of State of the  State of  Delaware  on
                    December 23, 2002.