Mail Stop 3561


      January 13, 2006


Charles Tanabe
Senior Vice President, General Counsel
  and Secretary
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado  80112

RE:  	Liberty Media Corporation
      Preliminary Schedule 14A; File No. 1-16615
	Filed December 16, 2005

	Form 10-K for the fiscal year ended December 31, 2004
	File No. 1-16615
      Filed March 15, 2005

	Form 8-K filed December 15, 2005

Dear Mr. Tanabe:

	We have reviewed the above filings and have the following
comments.  Please revise your filings to comply with these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with additional information so we may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 14A

General

1. You propose to the stockholders as one "restructuring proposal"
several significant changes from their current rights.  We note
that,
if approved, the one proposal would lead to, among other things, a
merger creating the holding company structure and a New Liberty
charter that has new concepts and different rights for your
stockholders, including, among other things:

* tracking stock and ongoing board discretion as to various
matters
related to assets and liabilities attributed to the tracking stock
groups and the extent to which New Liberty will continue to have
tracking stock;
* two classes of common stock with three series per class and
different liquidation rights;
* New Liberty`s option to redeem either class of common stock
using,
as redemption consideration, stock of a qualifying subsidiary in
the
particular Group;
* in particular situations in which New Liberty disposes of all or
substantially all of the assets its board has attributed to a
Group,
New Liberty`s, among other choices, having to convert one class of
common stock into the other class at a premium or having to redeem
one class with the proceeds of the disposition;
* the board`s seeking shareholder approval from only one class
regarding the disposition of substantially all or all of the
assets
of the business attributed to that class`s Group;
* inter-group interests and group preferred interests; and
* the liquidation distribution for one class will be based on
recent
market trading values.

Please tell us in your response letter what consideration you have
given to reflecting material provisions in the proposed New
Liberty
charter that will be new to your stockholders as separate
proposals
for separate consideration by your stockholders.  See Rule 14a-
4(a)(3) and the September 2004 Interim Supplement to the Manual of
Publicly Available Telephone Interpretations available on our
website.   Note that approval of each transaction proposal could
be
conditioned upon approval of the others.

2. Please provide us with the form of proxy card or file it with
the
proxy statement as soon as practicable.  Also consider including
the
merger agreement as an annex to the proxy statement.




Letter to Shareholders

3. You state in the first paragraph that, "as a result of the
restructuring, all of [y]our outstanding common stock will be
converted into two new tracking stocks issued by a newly formed
holding company" and that "each tracking stock will have terms
intended to track and reflect the separate economic performance of
two newly designated groups, the Interactive Group and the Capital
Group."  Please revise to prominently state, by bold type or
otherwise, that, as a result of the restructuring, the tracking
stock
represents an ownership interest in one consolidated company, New
Liberty, and that Old Liberty stockholders will be New Liberty
stockholders, not stockholders of only a part of New Liberty.

4. To assist investors in realizing the different treatment more
easily, consider describing in separate paragraphs what an Old
Liberty Series A holder will receive in the merger and then what
an
Old Liberty Series B holder will receive.

5. You state that, if the restructuring proposal is approved,
holders
will receive cash in lieu of any fractional interest.  If any
holders
will be cashed out as a result of the proposed merger, convey here
that holders will need to own x number of shares of Old Liberty
Series A or Series B to receive any New Liberty common stock and
not
be cashed out in the merger.

Illustrative Diagrams
How You Can Find Additional Information

6. Please move these sections to your summary or elsewhere in the
prospectus.  Also provide us with a copy of the illustrative
diagrams
as soon as practicable, as we may have comments concerning it.

Questions and Answers, page 1
Summary, page 4

General
7. You currently repeat information in your questions and answers
and
summary.  For purposes of eliminating redundancies and grouping
like
information together, please view your questions and answers and
summary as one section.  In particular, we suggest that you revise
the sections so that you discuss only the procedural aspects of
the
merger and recapitalization in the questions and answers and
thereby
reduce the length of the questions and answers.  Place substantive
disclosure in the summary.  Further, focus your questions on those
that lend themselves to brief, factual, and/or yes or no answers.
Please revise accordingly.
8. Describe the material events or changes that will follow the
merger and recapitalization.  For example, discuss any
contemplated
material debt refinancings, equity repurchases, or other
significant
restructurings.  Indicate whether the proposed merger and
recapitalization trigger new, or significant changes to,
obligations
under Old Liberty`s existing indebtedness and material
relationships.

Why are you issuing a tracking stock instead of spinning off
assets?,
page 2

9. You state that "New Liberty will benefit from the synergies
associated with the two groups, including financial and other
synergies, that would not necessarily be available if the
Interactive
Group and the Capital Group were not under common control."
Briefly
explain how the restructuring adds synergies, as the two "groups"
are
currently the constituents of your company.

10. Clarify that, although you are not spinning off assets in the
restructuring, changes to your charter contained in the
restructuring
proposal will allow you to do so without further shareholder
approval
in the future.

General, page 4

11. We note your statement in the first paragraph of this section
that "[e]ach tracking stock will have terms intended to track and
reflect the economic performance of one of two newly designated
groups...."  Clarify to what "terms" you are referring.

The Restructuring Proposal, page 6

12. As the second bulleted reason for the proposal on page eight,
you
state that the proposal will "provide [you] with greater
flexibility
to raise capital and respond to strategic opportunities, including
acquisitions, because it will allow New Liberty to issue a series
and
type of common stock that is appropriate under the circumstances."
Please briefly give examples of the appropriate circumstances.

Risk Factors, page 13

General

13. Tell us in your response letter why you have focused on QVC,
and
not other single parts of your business, in the last few risk
factors.

14. Consider including a risk factor that discusses how in the
future
you may issue additional series of stock intended to "track" other
groups, including by reattributing assets and liabilities from an
existing group to a new group, which could exacerbate the risks
involved in owning the currently proposed tracking stock,
negatively
affect the market value of that stock or negatively affect the
rights
of then existing stockholders.  In this regard, make clear that in
such an instance, the board would have discretion to set the terms
of
this stock, such as convertibility, voting rights, premiums and so
forth.

New Liberty could be required to use assets attributed to one
group...., page 13

15. Please delete the mitigating language "Although it is not our
present intention to use the assets of one group to satisfy any of
the liabilities of the other group."

New Liberty`s board of directors may change the tracking stock
policy...., page 17

16. To assist investors in realizing the magnitude of the risk,
generally describe what the tracking policy statement covers and
what
significant actions the board could take according to the policy
statement without stockholder approval.

If New Liberty`s board of directors causes a separation of either
group...,, page 17

17. Please move this risk factor so that it is the first risk
factor,
as it describes how the board has discretion to change, without
further stockholder approval, holders` investment in New Liberty
as a
whole into an investment in only one part of New Liberty, which
may
be lesser in value.

The cost of maintaining separate groups will exceed the costs
associated with operating New Liberty as a single entity, page 19

18. If true, highlight the increase in costs relating to
compliance
with Section 404 of the Sarbanes-Oxley Act of 2002.

There are many factors which may inhibit or prevent acquisition
bids...., page 19

19. This risk factor caption is vague.  Please identify in the
caption the kinds of factors that are part of the risk.

It may be difficult for a third party to acquire New Liberty...,
page
20

20. Because the exchange of Old Liberty shares for Series A and
Series B of each group will not be one for one, if material,
highlight the effect on voting power following the restructuring.





The historical financial information of the Interactive Group and
the
Capital Group..., page 21

21. This risk factor suggests that the Interactive Group and the
Capital Group could be regarded as separate companies, or should
be.
Please explain to us in your response letter what the risk is
here,
as we note the Groups are not separate companies.

Cautionary Statement Regarding Forward-Looking Statements, page 26

22. As you intend to use this document as a prospectus for the new
holding company, please delete your reference to the Private
Securities Litigation Reform Act of 1995.  The act does not apply
to
initial registration statements under the Securities Act.

Security Ownership of Certain Beneficial Owners and Management,
page
31

23. We note your disclosure in note five to the security ownership
table on page 32. Tell us in your response letter what
consideration
you have given to filing as exhibits to one of your periodic
filings
the agreements for which TCI assigned its call and other rights
regarding Mr. Malone`s Series B stock to you.

The Restructuring Proposal, page 34

General

24. Tell us in your response letter whether you have any
agreements
with members of the board or executive officers as to whether they
will vote in favor of the proposal.

New Liberty Groups, page 35

25. Explain in detail how you determined which parts of your
business
should be attributed to either Group.   We note that your 2004
Form
10-K includes OpenTV and On Command in your interactive operating
segment but that you now have attributed those parts of your
business
to New Liberty`s Capital Group.  What do the components of a
particular Group have in common?  Further, expand your discussion
in
the third paragraph as to why particular debt obligations were
attributed to each Group.

26. We note your statement "[t]he Interactive Group will include
such
other assets and liabilities as our board of directors may in the
future attribute to the Interactive Group from the Capital Group
and
such other businesses, assets and liabilities as we may acquire in
the future for the Interactive Group." You make a similar
statement
concerning the Capital Group.   Explain in detail how you
currently
believe the board will determine in what Group new aspects of your
business should go and note the degree to which the board may
follow
or change such guiding standards.

Treatment of Stock Options and Other Awards, page 37

27. Please provide an example as to how the Old Liberty option
awards
will be divided into two options to acquire New Liberty tracking
stock and how the aggregate exercise price will be allocated.

Background and Reasons for the Restructuring Proposal, page 39

28. On page 39, you state you "concluded that the implementation
of a
`tracking stock` structure would provide [you] with greater
operational and financial flexibility in executing [y]our business
strategies and would permit the markets to make a more informed
valuation of [y]our various businesses."  Please expand your
discussion as to how the tracking stock structure would do these
things.

Potential Negative Aspects of the Restructuring Proposal, page 40

29. Please explain how "[t]he restructuring proposal will expand
New
Liberty`s board of directors` oversight responsibilities due to
[y]our more complex capital structure," as you state in the second
bulleted point.

30. You state in the fifth bulleted point that "[t]he
recapitalization which would be effected by the restructuring
proposal will result in a complex capital structure due to the
intricate terms of the New Liberty charter."  Please briefly note
the
terms of the New Liberty charter that create the complexity and
are
different from the terms of the Old Liberty charter.

31. In the sixth bulleted point, you state "[t]he costs associated
with implementing the restructuring proposal may be significant
and
the ongoing financial reporting and other costs of having two
separate groups could exceed our current operating costs."  To
assist
investors in realizing the magnitude of this "negative aspect,"
please indicate what costs, including their quantity, the board
considered.  Consider including a risk factor regarding this cost
issue and addressing in management`s discussion and analysis how
New
Liberty would address the cost issue in 2006 and beyond.

Management and Allocation Policies, page 41

32. We note that you have provided only a summary of the
management
and allocation policies; please file them as annexes to the proxy
statement.

33. We note your disclosure in the first paragraph on page 41.
Please indicate how you have determined the allocations will be
made
on an "objective" basis in light of the discretion afforded the
board
and the series of judgments and determinations it must make.  For
example, you state on pages 41 and 42 that "[yo]ur board of
directors
and chief executive officer, in establishing policies with regard
to
intra-company matters such as business transactions between the
Interactive Group and the Capital Group and allocation of assets,
liabilities, debt, corporate overhead, taxes, interest, corporate
opportunities and other matters, will consider various factors and
information ... and will seek to make determinations...."

34. We note your statement that "[t]he Interactive Group is
comprised
of our businesses and assets which are primarily focused on
interactive commerce...."  Please explain what "interactive
commerce"
means under the policies so that investors will have a sense of
the
degree of discretion afforded the board in determining how
businesses
and assets are allocated between the Groups.  Also, please explain
under what conditions a business or asset would not be placed in
the
Interactive Group if it involves interactive commerce and when a
business or asset that is not interactive commerce would be placed
in
the Interactive Group.

Financing Activities, page 42

35. Please explain what form an "inter-group interest" could take
and
how it would be reflected in your financial statements and
management`s discussion and analysis.

Comparison of Old Liberty Common Stock, page 44

Mandatory Dividend, Redemption and Conversion Rights on
Disposition
of Assets, page 49

36. We note your statement "If Liberty disposes, in one
transaction
or a series of transactions, of all or substantially all of the
assets of the Capital Group, and such disposition is not
exempt..."
and the similar statement under the Interactive Group comparative
column.  Please explain from what the disposition would be exempt.

Description ... Interactive Group Common Stock and the Capital
Group
Common Stock, page 54

37. Significant portions of this section appear to be legalese and
excerpts from legal documents.  Please generally revise this
section
of the prospectus so that the concepts presented in the section
will
be easier to understand.  Among your revisions, please explain in
simpler terms how the inter-group dividend amounts and share
distributions are determined and would come into play.

38. Please expand your discussion of group preferred interest on
page
55.  Offer an example of how such an interest would work and what
effect its issuance would have, or how it would be reflected, in
your
financial statements and business.  Consider including risk factor
discussion that the board has discretion in determining when such
an
interest will be issued and the terms of the interest.

Where You Can Find More Information, page 89

39. Revise to include our current location at 100 F Street, N.E.,
Washington, D.C.  20549.

Annex A Description of Business, page A-1

General

40. Clarify whether the Interactive Group and the Capital Group
are
now your two business segments for purposes of Item 101 of
Regulation
S-K.

The Interactive Group, page A-3

41. We note that you indirectly own 21% equity interest and 53%
voting interest in IAC/Interactive Corp.  Tell us in your response
letter what you mean by "indirect" equity interest.  Also tell us
more details about your basis to conclude that IAC should be
accounted for as an AFS Security.

Competition, page A-13
42. To the extent reasonably known for the segments or parts of
your
business that you discuss in detail, provide quantified disclosure
of
your market shares in each of your markets.  See Item 101(c)(x) of
Regulation S-K.

Annex B Historical Attributed Financial Information, page B-1

43. Include the historical audited financial statements of the
registrant in the proxy preceding the Historical Attributed
Financial
Information.  Incorporation by reference is not allowed if you
include separate financial information for the groups.

Statement of Operations Information, page B-3

44. You should not present pro forma EPS of the Groups alone.
Revise
to disclose EPS on a historical basis for each period presented.
Also, pro forma information should be presented for only the most
recent fiscal year and interim period.

Notes to Historical Attributed Financial Information, page B-13

45. Expand the notes to the historical attributed financial
information to include the following:

* A complete description of the specific allocation methods used
to
allocate your assets, short-term and long-term debt, revenues and
costs between the two groups.

* Whether the allocations are comparable to what the group would
report on a stand-alone basis and why the method selected is fair
to
each group.

* That the allocations may be changed unilaterally by management
in
arriving at the measurement by which dividends or performance is
determined for each group.

* Since attribution methods, assumptions, and other determinations
that materially affect the financial statements may be changed
arbitrarily from time to time by management or the board, identify
supplementally the circumstances under which a change in the
method
of attributing revenue or expense from one shareholder group to
another will be reported as a change in reporting entity.  For
changes, which would be deemed changes in estimate or principle,
describe generally the criteria to be used to determine whether
the
change is a better method of calculating earnings attributable to
a
particular group.

* Confirm supplementally that if you change the method of
allocating
costs in the separate financial statements of the groups in the
future, you will treat the change as a change in accounting
principle
evaluating preferability.

* Disclose all the conversion and voting rights of the tracking
stocks.

46. Tell us in your response letter what financial information of
the
groups you will provide in future filings.   In this regard, we
suggest that you present no greater detail than "consolidating
financial statements."  That presentation can be included in a
footnote to Liberty Media`s financial statements and would show
explicitly how management and the board have allocated and
attributed
revenues, costs, assets, liabilities, and cash flows. This
consolidating information should depict, in separate columns, the
financial position, results of operations and cash flows of the
Interactive Group and Capital Group with an additional column
reflecting eliminating adjustments. You should show as separate
line
items intergroup allocations such as corporate expenses,
interests,
taxes and other related party transactions.

Management Discussion and Analysis, page B-18

47. Throughout this section, you frequently attribute a material
change to two or more events or to very general factors that you
describe without quantification.  In discussing the material
changes,
please quantify the amount of change attributed to each factor and
offer disclosure that will provide insight into the underlying
business developments or conditions that resulted in the changes.
As
one example, in discussing revenues, quantify the amount of the
change in consolidated revenues due to the increase in QVC`s
revenues
so that investors will have a sense of any other significant
drivers
in changes of revenues.  Discuss whether any of the factors
represent
part of a trend that will continue to affect your operations going
forward and to what extent. Stating that line items increased or
expenses decreased "due primarily to . . ." does not provide your
investors with sufficient understanding of the factors that caused
this increase or decrease.  Revise your disclosure as appropriate.

48. Revise to include a discussion of the company`s net income
(loss)
for the periods being presented.

49. Refer to your discussion about the effective tax rate for the
nine months ended September 30, 2005.  Tell us in your response
letter why your effective tax rate exceeded 100%.  Also, tell us
in
more detail how the spin-off of Discovery Holding Company
significantly impacted your assessment for the weighted average
state
tax rate.

Off-Balance Sheet Arrangements and Aggregate Contractual
Obligations,
page B-27

50. Addressing the relevant accounting literature, tell us in your
response letter how you determined the proper accounting treatment
afforded to your contract entered by TruePosition.  Tell us the
magnitude of the loss expected to be incurred.

Form 10-K for the fiscal year ended December 31, 2004
Form 8-K filed on December 15, 2005

Exhibit 99.2 Financial statements for the year ended December 31,
2004

Note 10.  Income Taxes, page 30

51. Tell us in your response letter how you will account for the
$70
million refund requested by AT&T relating to losses it generated
in
2002 and 2003 and were able to carry back to offset taxable income
previously offset by Liberty`s losses.  It appears that you
originally accounted for the related $555 million received from
AT&T
as a contribution to paid-in-capital.  Since it appears that you
are
required to pay back to AT&T a portion of the $555 million for
capital losses generated by AT&T in periods subsequent to August
10,
2001, tell us why you believe that it is appropriate to recognize
the
$555 million as a contribution to paid-in-capital on your
financial
statements.

*	*	*	*
	As appropriate, please amend your filing and respond to these
comments.  You may wish to provide us with marked copies of any
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosure they
have
made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773, or Ivette Leon, Assistant Chief Accountant, at (202)
551-
3351, if you have any questions regarding comments on the
financial
statements and related matters.  Please contact Cheryl Grant,
Staff
Attorney, at (202) 551-3359, or me, at (202) 551-3810, with any
other
questions.

								Sincerely,



								Larry Spirgel
								Assistant Director

cc:	via facsimile (212-259-2540)
      Robert w. Murray, Jr.
	Baker Botts LLP
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Mr. Tanabe
Liberty Media Corporation
January 13, 2006
Page 2


Mr. Tanabe
Liberty Media Corporation
January 13, 2006
Page 2