The media and Internet giant replaced Turner's most loyal and trusted colleague, Turner Broadcasting Chairman Terence McGuirk, with one of their own: WB network founder Jamie Kellner.

They have even turned Turner out of the building. While Turner is still vice chairman of AOL Time Warner and a senior adviser, he spends most of his time now at the separate Turner Enterprises offices, where he handles his pet projects, colleagues say. While McGuirk said he will stay on and assume an advisory role as vice chairman of Turner Broadcasting, his No. 2 - Turner President and COO Steven Heyer - said he is leaving to pursue other interests.

The Financial Times reported that Heyer is expected to be named the new head of Coca-Cola's business ventures unit, citing people close to the situation.

AOL Time Warner announced it would create a new TV networks group within its Turner Broadcasting System that will include both Turner's cable networks - the TBS Superstation, TNT, the Cartoon Network, Turner Classic Movies, CNN and CNNfn - and the WB.

All the networks will share advertising, marketing and Internet resources.

Kellner will have overall responsibility for all news, entertainment, programming, advertising and distribution functions.

And in yet another blow to Turner, Kellner will also take control of his beloved sports franchises - the Atlanta Braves baseball team, the Atlanta Hawks and the Atlanta Thrashers.

The boyish 53-year-old Kellner, credited with helping create the Fox network and creating the WB, told The Post yesterday he feels that, while "the cable company works" - there is still room for growth.

He said he was behind the idea of re-branding CNNfn to CNN Money - and "leveraging Time Warner's magazine assets with AOL's Internet assets." He insisted the benefits of the recent executive and programming shake-up at CNN, which resulted in about 400 layoffs, will soon come to light.

Kellner noted that one of his top priorities will be to aggressively promote and market the changes at CNN. "They made a number of changes that are just starting now - you've got to be patient," he said.

In an internal memo to all Turner employees, McGuirk said that after 28 years at Turner, "I am now comfortable making a professional decision that will lead to greater balance between my personal interests and those of my family."

AOL Time Warner co-COO Bob Pittman said he and McGuirk had been discussing ways to get the WB and Turner Networks closer together.

AOL Time Warner's move to shake-up the Turner empire pleased Wall Street analysts, who said the Turner cable networks were showing signs of age.

AOL Time Warner shares shot up on the news, jumping $2.74 to $46.54.

Reese Schonfeld, the founding president of CNN and author of the book on the history of the network, "Me and Ted Against the World," said the moves have Bob Pittman's stamp all over them.

"All these things have been a thumbing of the nose at Ted," Schonfeld said. "McGuirk was Ted's sixth child - the last vestige of Ted's staff."

"Terry's chief asset was his utter loyalty to Ted Turner. But with Ted gone - it was only natural that he would leave."