CASE: I think this is one of a kind. As I said, you're really looking at the number one company on the Internet and the number one company in the media space. I think it's one of a kind. It's presumptuous for me to postulate what somebody else's strategy might be, somebody else's reaction might be.

I think if you look at the basic guiding principles of this, I've said it before, but we're trying to change the way people get information, communicate, buy products, and learn things.

We are trying to blur the lines between media and entertainment, communications, the Internet. We are trying to build bridges between the television, the telephone and the PC. And to the extent, and I believe, and I've believed for some time, the extent -- you're just doing one little piece of the jigsaw puzzle. That's not really probably in the long run, going to serve the interests of the consumers. Consumers do want diversity, they do want choice, which is one of the things they like about the Internet. But they also want convenience.

In fact, one of the trends we are starting to see is that, as people integrate the Internet more in their lives, they love it. They're just -- they're tantalized by it. They can't believe all the things they can do with it, in terms of somebody instant messaging with their mother at the other end of the country.

AOL: You probably all have been given -- I'm sure you have -- many job offers where you could make more money and you say, well, money is not insignificant. I have family, college education, things like that. That's not the only thing. There is other factors and you're proud to be Time Magazine. It's just a different thing than if you were running a little website even if you made a lot of money.

What we want to do is be able to create this environment where people are excited by the possibilities. They are the change agents. They are doing the innovative things. They are able to acquire brands like we did with ICQ and take them to the next level and it's just tremendously exciting because you're really at the epicenter of a change in how people live their lives. At the same time, you have the ability to make a lot of money because stock options can do that.

At the same time, you are part of a company that's going to make a difference. This is a company that is going to set the standard of this next century for how to serve the public interest, and it's not just rhetoric on the day of a press conference. It is things that Jerry believes and I believe and our actions in the past I think support that. We've made commitments to the digital divide, we've made commitments to protecting privacy.

We've been a leader in making sure the Internet is safe for kids. And through this company, we think we can make a difference.

One person -- I won't say who it was -- told me not too long ago that independent of this, "I hope you realize that as the head of AOL you have in some ways as much potential impact on people's lives as if you were President of the United States, and I hope you internalize that and shoulder that responsibility."

Well, if that was true before, it's certainly going to be even more true now. Companies can make a difference, and it's partly based on what they do in their business to change people's lives, but also what leadership they take beyond their business and I think that's very, very important and we both shared that view. We do think we have an opportunity to create the most valuable company.

We also have to create the most respected company. If we just make another billion dollars and it's the most valuable company and are on the cover of TIME three more times, been there, done that.

Now it's a time to make a difference, and this company I think is uniquely able to really kind of go for the stars here and really try to set a new example, set a new pace for corporations.

LEVIN: Just two points. First of all, Joel Silver called me last night and said he enjoyed our press conference a lot more than the presidential debates... Actually he was talking about the Republican debate. We talked about the concept of business failure and how important it is. I can give you the three examples. We made movies at Time, Inc. We had Time-Life films that made Ft. Apache the Bronx and two others.

We made three films. It was clear to me that we should make movies, that that should be a part of this company. So we eventually put Warner Bros. in the company. But those failures, and to try to do it out of HBO, really pre-disposed us.

We also needed an advertiser-supported network base. So we tried several things again out of our own base and failed. I had also wanted to do a cable news service but we weren't making money at the time at HBO so we didn't do it.

Well, so we eventually put Turner in the company. The Pathfinder experience, the Teletext experience, to me, resonated that this is absolutely essential.

So what I'm saying, it's not just the theory because it emboldened me to want to do something. There were very positive results. In other words, you could see the opportunity in what we were doing.

I can't call it a failure, and so yes, now we need to be together with AOL, to realize it, but was Orlando a failure? No. I'm trying to do it in a way that doesn't sound offensive or really simplistic, but it really is very important.

CASE: When all is said, you want to market your failures and your successes.

LEVIN: If the failure was just a complete disaster, that would be one thing. But since there were reasons why it didn't get extrapolated and it actually had data points that were extremely valid and that's what you assimilated or incorporated. then that's a very interesting part of the business.

But we have basically a New York Post society, and it's essentially winners and losers at any given moment. And so therefore that somehow gets in the way or predisposes you or makes you not want to take some steps that you actually should take, and so the one other characteristic of Mr. Case, having lived through a lot of things myself, is this persistence element, that when the whole world is saying this is crazy, and you know, it's not that you're wild-eyed and this is not Don Quixote, De la Mancha, but it's just that you uniquely do have a conviction based on valid data points.

CASE: Although there's good news-bad news on this. I do share the view that has been expressed by others, it's a contrarian point, that it's a bad sign to be on the cover of TIME MAGAZINE, cover of BUSINESSWEEK. Can I add, Walter, I think Jeff (Bezos) is a terrific kind of representative of what's great about the Internet, but ultimately, it's not about that the stock is bouncing around, the headlines for the moment. To the extent you think of this in a longer term perspective, what do they say about you in your obituary and they're probably not going to say how rich you were, they probably aren't going to say how many deals you did and things like that.

The question is what -- did you make a difference? Everybody wants to make a difference, whether it be in their family life or their business life or some people have a business life and a political life because they think they can make a difference there.

It seems to me that there may be an integrated approach to this and maybe you can achieve all these different objectives if you think about it instead in more historical terms. Think about what's happened over the last century and 100 years ago what happened was that the telephone became part of our lives, 75 years ago what happened is cars became part of our lives, 50 years ago what happened is television became part of everybody's life. And 25 years ago, what happened is cable television, special interest publishing, things like that, became part of everyday life.

I think ultimately, you've got to look at these things through not the prism of what's said today or this week or this month or this year but what's said 50 years from now. The same thing was true said about the president, some people it's not when they leave office what's said. It's what people 50 years from now, the historians say. I think that's really what matters.

And you think about it in that kind of sense and you recognize that it is important to not just be the most valuable company but also be the most respected. It is important to take very seriously the responsibility to build a medium you can be proud of.