SEC FORM 4/A

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^*

ROMRELL LARRY E

(Last)

(First)

(Middle)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/17/2005

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	05/13/2005		M		380,893⁽¹⁾	A	$3.38⁽¹⁾	601,201	D
Series A Common Stock	05/13/2005		D		380,893	D	$12.56⁽²⁾	220,308	D
Series A Common Stock	05/13/2005		M		687,882⁽³⁾	A	$2.54⁽³⁾	908,190	D
Series A Common Stock	05/13/2005		D		687,882	D	$12.56⁽²⁾	220,308	D

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)
Stock Appreciation Right	$3.38⁽¹⁾	05/13/2005		M			380,893⁽¹⁾	⁽¹⁾	08/04/2005	Serise a Common Stock	380,893	$0	0	D
Stock Appreciation Right	$2.54⁽³⁾	05/13/2005		M			687,882⁽³⁾	⁽³⁾	08/04/2005	Series A Common Stock	687,882	$0	0	D

Explanation of Responses:

1. The stock appreciation right was previously reported as covering 374,400 shares at an exercise price of $3.51 per share, but was adjusted, (i) effective as of December 2, 2002, in connection with the Issuer's 2002 rights offering and (ii) effective as of August 23, 2004, in connection with the rights offering by Liberty Media International, Inc. ("LMI") following its spin off from the Issuer on June 7, 2004 (the "LMI Spin Off"). The stock appreciation right became exercisable as to 20% of the total number of shares on each August 4, beginning August 4, 1996.

2. The method used for calculating the fair market value of the Issuer's Series A common stock for purpose of this stock appreciation right was adjusted in connection with the LMI Spin Off in order to take into account the economic effect of that spin off.

3. The stock appreciation right was previously reported as covering 675,000 shares at an exercise price of $2.66 per share, but was adjusted, (i) effective as of December 2, 2002, in connection with the Issuer's 2002 rights offering and (ii) effective as of August 23, 2004, in connection with the rights offering by LMI following the LMI Spin Off. The stock appreciation right became exercisable as to 20% of the total number of shares on each August 4, beginning August 4, 1996.

Remarks:

The amendment is filed to restate footnote nos. 1 and 3 to the originally filed Form 4. No other information in the originally filed Form 4 has changed.

	/s/ Larry E. Romrell	12/12/2005
	** Signature of Reporting Person	Date
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