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^*

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 [ LINT; LCAP ]

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)
03/02/2007

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 Liberty Interactive Common Stock⁽¹⁾	03/02/2007		M		71,472⁽²⁾	A	$6.87⁽²⁾	128,024⁽¹⁾	D
Series A Liberty Interactive Common Stock⁽¹⁾	03/02/2007		D		71,472	D	$32.34⁽³⁾	56,552	D
Series A Liberty Interactive Common Stock⁽¹⁾	03/02/2007		M		14,267⁽⁴⁾	A	$7.72⁽³⁾	70,819⁽¹⁾	D
Series A Liberty Interactive Common Stock⁽¹⁾	03/02/2007		D		14,267	D	$32.34⁽³⁾	56,552	D
Series A Liberty Capital Common Stock⁽¹⁾	03/02/2007		M		14,294	A	$30.26⁽²⁾	25,604⁽¹⁾	D
Series A Liberty Capital Common Stock⁽¹⁾	03/02/2007		D		14,294	D	$151.18⁽³⁾	11,310	D
Series A Liberty Capital Common Stock⁽¹⁾	03/02/2007		M		2,853	A	$34⁽³⁾	14,163⁽¹⁾	D
Series A Liberty Capital Common Stock⁽¹⁾	03/02/2007		D		2,853	D	$151.18⁽³⁾	11,310	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 (LINTA)⁽¹⁾	$6.87⁽²⁾	03/02/2007		M			71,472⁽²⁾	⁽²⁾	05/14/2007	Series A Common Stock⁽¹⁾	71,472⁽²⁾	$0	0	D
Stock Appreciation Right (LINTA)⁽¹⁾	$7.72⁽⁴⁾	03/02/2007		M			14,267⁽⁴⁾	⁽⁴⁾	07/23/2007	Series A Common Stock⁽¹⁾	14,267⁽³⁾	$0	0	D
Stock Appreciation Right (LCAPA)⁽¹⁾	$30.26⁽²⁾	03/02/2007		M			14,294⁽²⁾	⁽²⁾	05/14/2007	Series A Common Stock⁽¹⁾	14,294⁽²⁾	$0	0	D
Stock Appreciation Right (LCAPA)⁽¹⁾	$34⁽⁴⁾	03/02/2007		M			2,853⁽⁴⁾	⁽⁴⁾	07/23/2007	Series A Common Stock⁽¹⁾	2,853⁽³⁾	$0	0	D

Explanation of Responses:

1. The Issuer effected a restructuring on May 9, 2006, (the "Liberty Restructuring") in which the Issuer's Series A common stock ("Old Liberty Stock") originally underlying the Stock Appreciation Rights (SARs) was exchanged for two newly created tracking stocks, the Liberty Interactive Series A common stock and Liberty Capital Series A common stock (the "New Liberty Stocks"). The SARs reported reflect adjustment for the Liberty Restructuring.

2. The SAR was previously reported as covering 280,800 shares of Old Liberty Stock at an exercise price of $3.36 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 exercise price reported also reflects adjustment to the exercise price as a result of the Liberty Restructuring. The SAR became exercisable as to 20% of the total number of shares on each May 14, beginning May 14, 1998.

3. The method used for calculating the fair market value of the New Liberty Stocks for purpose of these SARs was adjusted in connection with (i) the LMI Spin Off; (ii) the distribution of Series C common stock by Liberty Global, Inc. ("LGI") on September 6, 2005, following the merger of LMI and UnitedGlobalCom, Inc. into LGI on June 15, 2005; (iii) the spin off of Discovery Holding Company from the Issuer on July 21, 2005, and (iv) the Liberty Restructuring in order to take in the economic effect of those transactions.

4. The SAR was previously reported as covering 56,160 shares of Old Liberty Stock at an exercise price of $3.76 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 exercise price reported also reflects adjustment to the exercise price as a result of the Liberty Restructuring . The SAR became exercisable as to 20% of the total number of shares on each July 23, beginning July 23, 1998.

Remarks:

The trading symbols for the Liberty Interactive Series A and Series B common stock are LINTA and LINTB, respectively, and for the Liberty Capital Series A and Series B common stock are LCAPA and LCAPB, respectively.

	/s/ Larry E. Romrell	03/06/2007
	** Signature of Reporting Person	Date
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