Filed Pursuant to Rule 424(B)3
                                                  Registration number 333-93917

Prospectus Supplement
(To Prospectus dated February 9, 2000, as supplemented by Prospectus Supplement
dated February 24, 2000, and Prospectus Supplement dated April 20, 2000)


                           Liberty Media Corporation
                   4% Senior Exchangeable Debentures due 2029

                            _______________________

     The person named in the table below is a "selling security holder," as that
term is used in the prospectus, dated February 9, 2000, as supplemented, which
covers the sale from time to time by the selling security holders named therein
and in any prospectus supplement of $868,789,000 original principal amount of
Liberty Media Corporation's 4% Senior Exchangeable Debentures due 2029.  The
selling security holder named below held $5,001,000 principal amount of
debentures at February 9, 2000, which debentures were acquired pursuant to Rule
144A.  Thereafter, the selling security holder named below acquired an
additional $7,569,000 principal amount of debentures in Rule 144A transactions
from persons named as selling security holders in the prospectus or indirectly
referred to in the prospectus under the entry "any other holder of debentures as
of the date of this prospectus," which appears in the table under the caption
"Selling Security Holders" in the prospectus.

     The following table sets forth, as of May 30, 2000, the principal amount of
debentures that may be sold by the referenced selling security  holder pursuant
to the prospectus, as supplemented hereby.  Because selling security holders may
sell all or some of their debentures from time to time under the prospectus, as
supplemented, no estimate can be given at this time as to the principal amount
of debentures that will be held by any selling security holder following any
particular sale of debentures by it.



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                                               Principal amount of    Percentage of
                                              debentures that may be   outstanding
Name                                                sold ($)           debentures
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Merrill Lynch, Pierce Fenner & Smith Inc.           $12,570,000                 1.4%
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                            _______________________

    Neither the Securities and Exchange Commission nor any state securities
 commission has approved or disapproved of these securities or passed upon the
   adequacy or accuracy of this prospectus supplement or the prospectus. Any
             representation to the contrary is a criminal offense.

                            _______________________

            The date of this Prospectus Supplement is May 30, 2000.