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^*

FLOWERS DAVID J A

(Last)

(First)

(Middle)

12300 LIBERTY BLVD.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP [ LCAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2008

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 Capital Common Stock	05/14/2008		P		2,014	A	$15.18	25,283	D
Series A Liberty Capital Common Stock	05/14/2008		P		200	A	$15.19	25,483	D
Series A Liberty Capital Common Stock	05/14/2008		P		2,900	A	$15.2	28,383	D
Series A Liberty Capital Common Stock	05/14/2008		P		500	A	$15.21	28,883	D
Series A Liberty Capital Common Stock	05/14/2008		P		6,286	A	$15.22	35,169	D
Series A Liberty Capital Common Stock	05/14/2008		P		4,050	A	$15.23	39,219	D
Series A Liberty Capital Common Stock	05/14/2008		P		14,772	A	$15.24	53,991	D
Series A Liberty Capital Common Stock	05/14/2008		P		400	A	$15.245	54,391	D
Series A Liberty Capital Common Stock	05/14/2008		P		14,378	A	$15.25	68,769	D
Series A Liberty Capital Common Stock	05/14/2008		P		8,000	A	$15.26	76,769	D
Series A Liberty Capital Common Stock	05/14/2008		P		5,300	A	$15.27	82,069	D
Series A Liberty Capital Common Stock	05/14/2008		P		1,200	A	$15.28	83,269	D
Series A Liberty Capital Common Stock	05/14/2008		P		2,026	A	$15.29	85,295	D
Series A Liberty Capital Common Stock	05/14/2008		P		3,400	A	$15.3	88,695	D
Series A Liberty Capital Common Stock	05/14/2008		P		900	A	$15.31	89,595	D
Series A Liberty Capital Common Stock	05/14/2008		P		3,674	A	$15.32	93,269	D
Series A Liberty Capital Common Stock	05/15/2008		P		1,401	A	$15.12	94,670	D
Series A Liberty Capital Common Stock	05/15/2008		P		1,000	A	$15.14	95,670	D
Series A Liberty Capital Common Stock	05/15/2008		P		6,717	A	$15.15	102,387	D
Series A Liberty Capital Common Stock	05/15/2008		P		882	A	$15.16	103,269	D
Series A Liberty Capital Common Stock								923⁽¹⁾	I	By 401(k) Savings Plan

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)

Explanation of Responses:

1. The number of shares represents equivalent shares based on the fair market value of the shares of Series A Liberty Capital common stock held by the unitized stock fund under the Issuer's 401(k) Savings Plan based on a report from the Plan Administrator dated as of April 30, 2008. The Reporting Person has an interest in the unitized fund, which holds shares of Series A Liberty Capital common stock, Series A Liberty Interactive common stock, Series A Liberty Entertainment common stock and short-term investments.

Remarks:

The trading symbol for the Issuer's Series A Liberty Capital common stock is LCAPA.

	/s/ David J.A. Flowers	05/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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