X0303 4/A 2008-10-01 2008-12-22 0 0001437107 Discovery Communications, Inc. DISCA 0001119603 BENNETT ROBERT R ONE DISCOVERY PLACE SILVER SPRING MD 20910 1 0 0 0 Stock Option (right to purchase) 14.68 2008-10-01 4 A 0 931154 A 2011-02-28 Series A Common Stock 931154 931154 D Stock Option (right to purchase) 14.49 2008-10-01 4 A 0 931154 A 2011-02-28 Series C Common Stock 931154 931154 D Received in exchange for a stock option to acquire 1,667,985 shares of Discovery Holding Company ("DHC") Series A common stock at $17.54 per share, in connection with the merger of DHC with a wholly-owned subsidiary of the Company (the "Merger"). Under the terms of the Merger, the conversion of the stock option could not be calculated until the value of Ascent Media Corporation's Series B Common Stock could be calculated. There has not been sufficient trading in the Ascent Media stock to derive the value required by the formula, and the Company did not authorize the selection of an alternative mechanism until December 18, 2008. At the Reporting Person's election, this option may be exercised for the Company's Series B common stock. The option would be exercisable for 762,101 shares of Series B common stock with an exercise price of $23.46 per share. This amendment is being filed to correct the number of shares of Series B common stock that may be acquired upon exercise of this option for shares of Series B common stock and the exercise price per share of Series B common stock, and to correct the number of shares of Series C common stock underlying this option in the event the Reporting Person exercises the option for shares of Series B common stock. The original Form 4 filing was made on December 22, 2008. This option is fully vested and exercisable. This option is linked to the option to acquire 931,154 shares of the Company's Series A common stock at $14.68 per share. That option is also exercisable for shares of the Company's Series B common stock; if that option is exercised for Series B common stock, this option to acquire 931,154 shares of Series C common stock will become an option to acquire 762,101 shares of Series C common stock at $15.72 per share. The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK. /s/ Joseph A. LaSala, Jr., by power of attorney 2009-01-15