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^*

MAGNESS GARY D

(Last)

(First)

(Middle)

C/O RAYMOND L. SUTTON, BAKER & HOSTETLER

303 EAST 17TH STREET, SUITE 1100

(Street)

DENVER

80203

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2004

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	03/03/2004		J⁽¹⁾		2,111,318	A	⁽¹⁾	2,850,773	D
Series A Common Stock	03/03/2004		J⁽¹⁾		77,757,994	A	⁽¹⁾	105,032,157	I	By the Estate of Bob Magness⁽³⁾
Series A Common Stock	03/03/2004		J⁽¹⁾		11,870,612	A	⁽¹⁾	11,870,612	I	By Magness Securities LLC⁽³⁾
Series A Common Stock	03/03/2004		J⁽¹⁾		5,935,306	A	⁽¹⁾	11,110,288	I	By GMag, LLC
Series A Common Stock	03/03/2004		J⁽¹⁾		4,443	A	⁽¹⁾	12,990	I	By the reporting person's daughter.
Series A Common Stock								520	I	By the reporting person's wife
Series A Common Stock								416	D
Series A Common Stock								1,057,912	I	By Magness FT Investment Company, LLC⁽³⁾

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)
Series B Common Stock	⁽²⁾	03/03/2004		J⁽¹⁾			70,850,108	⁽²⁾	⁽²⁾	Series A Common Stock	⁽²⁾	⁽¹⁾	0	I	By the Estate of Bob Magness⁽³⁾
Series B Common Stock	⁽²⁾	03/03/2004		J⁽¹⁾			5,408,024	⁽²⁾	⁽²⁾	Series A Common Stock	⁽²⁾	⁽¹⁾	0	I	By GMag, LLC
Series B Common Stock	⁽²⁾	03/03/2004		J⁽¹⁾			4,048	⁽²⁾	⁽²⁾	Series A Common Stock	⁽²⁾	⁽¹⁾	0	I	By the Reporting Person's daughter
Series B Common Stock	⁽²⁾	03/03/2004		J⁽¹⁾			10,016,048	⁽²⁾	⁽²⁾	Series A Common Stock	⁽²⁾	⁽¹⁾	0	I	By Magness Securities, LLC⁽³⁾
Series B Common Stock	⁽²⁾	03/03/2004		J⁽¹⁾			1,923,752	⁽²⁾	⁽²⁾	Series A Common Stock	⁽²⁾	⁽¹⁾	0	D

Explanation of Responses:

1. On March 3, 2003, each of Gary Magness, his Daughter, Magness Securities, LLC, GMag, LLC and the Estate of Bob Magness completed a transaction with Liberty Media Corporation in which they received in the aggregate 97,679,673 shares of Series A Common Stock for all of their shares of Series B Common Stock at a ratio of 1.0975 shares of Series A Common Stock for each share of Series B Common Stock. As a result of this transaction, the reporting person ceased to own more than 10% of any class of Liberty Media Corporation Securities.

2. Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of the Series B Common Stock for each share of Series A Common Stock.

3. Pursuant to General Instruction 4(b)(iv) to Form 4, the Reporting Person is reporting the holdings of Magness Securities, LLC and Magness FT Investment Company, LLC; however, the Reporting Person disclaims beneficial ownership in such holdings except to the extent of his pecuniary interest therein. As personal representative of the Estate of Bob Magness the Reporting Person is reporting the holdings of the Estate of Bob Magness; however the Reporting Person disclaims beneficial ownership in such holdings except to the extent of his pecuniary interest therein.

	/s/ Gary Magness	03/03/2004
	** 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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