FORM 4

 o Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

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, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

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 1. Name and Address of Reporting Person *

(Last)            (First)              (Middle)

(Street)

(City)       (State)          (Zip)

 2. Issuer Name and Ticker
    or Trading Symbol

Liberty Media Corporation   L, LMC.B

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 (Month/Day/Year)

 5. If Amendment, Date of
   Original (Month/Day/Year)

 6. Relationship of Reporting Person(s) to Issuer

     (Check all applicable)

   X   Director

   X   10% Owner

   X   Officer (give title below)

      Other (specify below)

Chairman of the Board  

 7. Individual or Joint/Group
     Filing (Check Applicable Line)

   X   Form filed by One Reporting Person

      Form filed by More than One Reporting Person

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)

Code

V

Amount

(A) or (D)

Price

Series B Common Stock

12/31/02

J(1)

V

24,095,913

A(1)

$8.98

33,690,589(1)(2)

D

Series B Common Stock

8,699,963(1)(2)

I

By GRAT

Series B Common Stock

25,000,000(2)

I

By GRAT

Series B Common Stock

12,204,124(1)(2)

I

By GRAT

Series B Common Stock

20,000,000(2)

I

By GRAT

Series B Common Stock

3,409,436(2)

I

By Spouse(3)

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 Underlying Securities
(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 of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

 Explanation of Responses:

 (1)  On December 31, 2002, two grantor retained annuity trusts (each a “GRAT”) distributed to the reporting person, as annuity payments, an aggregate of 24,095,913 shares of Series B Common Stock (16,300,037 shares, representing $146,374,332 in market value (based on the high and the low sale price of such shares on December 31, 2002) from one trust and 7,795,876 shares, representing $70,006,965 in market value, from the second trust).  The transfer of Series B Common Stock by each GRAT to the reporting person may be deemed to be a change in the form of beneficial ownership of the transferred shares.  (2)  Pursuant to a call agreement between the Issuer and the reporting person and his spouse, the Issuer has the right, under certain circumstances, to acquire Series B Common Stock owned by the reporting person and his spouse and their permitted transferees.  The shares transferred from the GRATs to the reporting person are subject to such right, as are the shares that remain in each GRAT.  (3)  The reporting person disclaims beneficial ownership of these shares which are owned by his spouse.

/s/ John C. Malone  by Elizabeth M. Markowski as Attorney in fact

01/02/03

** Signature of Reporting Person

Date