SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MALONE JOHN C

(Last)

(First)

(Middle)

LIBERTY MEDIA INTERNATIONAL, INC.

12300 LIBERTY BLVD.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP /DE/ [ L; LMC.B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	04/05/2004		J⁽¹⁾		1,000,000⁽¹⁾	A	$11.085	13,538,345⁽¹⁾	D
Series B Common Stock	04/05/2004		J⁽²⁾		282,862⁽²⁾	A	$12.02	94,191,039⁽²⁾⁽³⁾⁽⁴⁾	D
Series B Common Stock	04/05/2004		J⁽¹⁾		9,511,690⁽¹⁾	A	$12.02	103,702,729⁽¹⁾⁽³⁾	D
Series A Common Stock								1,505,043	I	By spouse⁽⁵⁾
Series A Common Stock								0⁽¹⁾	I	By GRAT
Series A Common Stock								788,376	I	By 401(k) Savings Plan⁽⁶⁾
Series A Common Stock								3,300	I	By trust⁽⁷⁾
Series A Common Stock								400,000	I	By trust
Series A Common Stock								400,000	I	By trust
Series B Common Stock								0⁽¹⁾	I	By GRAT
Series B Common Stock								776,462⁽²⁾⁽³⁾	I	By trust
Series B Common Stock								1,059,324⁽³⁾	I	By trust
Series B Common Stock								3,409,436⁽³⁾	I	By spouse⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 5, 2004, a grantor retained annuity trust ("GRAT") distributed to Dr. Malone, as an annuity payment, 1,000,000 shares of Series A Common Stock representing $11,085,000 in market value (based on the average of the high and the low sale price of shares on April 5, 2004), and 9,511,690 shares of Series B Common Stock representing $114,330,514 in market value (based on the average of the high and the low sale price of such shares on April 5, 2004). The beneficial ownership of the Series A Common Stock and the Series B Common Stock was previously attributed to Dr. Malone as a result of his beneficial interest in the GRAT. The transfer of the shares by the GRAT to Dr. Malone may be deemed to be a change in the form of beneficial ownership of the transferred shares.

2. On April 5, 2004, an irrevocable trust (the "Trust") transferred to Dr. Malone 282,862 shares of Series B Common Stock representing $3,400,000 in market value (based on the average of the high and the low sale price of shares on April 5, 2004). The beneficial ownership of the Series B Common Stock held by the Trust was previously attributed to Dr. Malone as a result of his beneficial interest in the Trust. The transfer of Series B Common Stock by the Trust to Dr. Malone was made pursuant to the terms of the Trust, which permit Dr. Malone to withdraw the shares held by the Trust by substituting property having an equivalent value as of the date of substitution. The transfer of shares may be deemed to be a change in the form of beneficial ownership of the transferred shares from indirect ownership through the Trust to direct ownership.

3. Pursuant to a call agreement between the Issuer and Dr. Malone and his spouse, the Issuer has the right, under certain circumstances, to acquire Series B Common Stock owned by Dr. Malone and his spouse and their permitted transferees. The shares transferred from the Trust and the GRAT to the reporting person are subject to such right, as are the shares that remain in the trusts.

4. 5,281,739 of the Issuer's Series B common stock were previously reported as being owned by a limited liability company, with Dr. Malone as its sole member. On March 31, 2004, the limited liability company distributed the shares to Dr. Malone. Such distribution constitutes a change in beneficial ownership.

5. The reporting person disclaims beneficial ownership of these shares, which are owned by his spouse.

6. The number of shares represents equivalent shares based on the fair market value of the shares of Series A Common Stock held by the unitized stock fund under the Issuer's 401(k) Savings Plan based on a report from the Plan Administrator dated March 31, 2004.

7. Dr. Malone is the sole trustee of and, with his wife, retains a unitrust interest in the trust.

	/s/ John C. Malone	04/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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