-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 M74McnvOt6H3nEoNUr3Ix7S2ZxaxonPnBAbcfbp0uS01FDC5F6YNN+Ebd1UK+sgq
 vypriq0AlXM9APFPVGtLng==

<SEC-DOCUMENT>0001179110-07-012410.txt : 20070606
<SEC-HEADER>0001179110-07-012410.hdr.sgml : 20070606
<ACCEPTANCE-DATETIME>20070606175449
ACCESSION NUMBER:		0001179110-07-012410
CONFORMED SUBMISSION TYPE:	4/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070514
FILED AS OF DATE:		20070606
DATE AS OF CHANGE:		20070606

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIBERTY MEDIA CORP
		CENTRAL INDEX KEY:			0001355096
		STANDARD INDUSTRIAL CLASSIFICATION:	CABLE & OTHER PAY TELEVISION SERVICES [4841]
		IRS NUMBER:				841288730
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		12300 LIBERTY BOULEVARD
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80112
		BUSINESS PHONE:		7208755400

	MAIL ADDRESS:	
		STREET 1:		12300 LIBERTY BOULEVARD
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80112

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Liberty Media Holding CORP
		DATE OF NAME CHANGE:	20060303

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MALONE JOHN C
		CENTRAL INDEX KEY:			0000937797
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		4/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-51990
		FILM NUMBER:		07905009

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		7208755400

	MAIL ADDRESS:	
		STREET 1:		LIBERTY MEDIA CORP
		STREET 2:		12300 LIBERTY BLVD
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80112
</SEC-HEADER>
<DOCUMENT>
<TYPE>4/A
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 4/A -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>4/A</documentType>

    <periodOfReport>2007-05-14</periodOfReport>

    <dateOfOriginalSubmission>2007-05-16</dateOfOriginalSubmission>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0001355096</issuerCik>
        <issuerName>LIBERTY MEDIA CORP</issuerName>
        <issuerTradingSymbol>LCAP; LINT</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000937797</rptOwnerCik>
            <rptOwnerName>MALONE JOHN C</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>12300 LIBERTY BLVD.</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>ENGLEWOOD</rptOwnerCity>
            <rptOwnerState>CO</rptOwnerState>
            <rptOwnerZipCode>80112</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chairman of the Board</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Series A Liberty Interactive Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>192331</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By 401(k) Savings Plan</value>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">This amendment is filed to correct the number of shares held by the Issuer's 401(k) Savings Plan.</footnote>
        <footnote id="F2">The number of shares represents equivalent shares based on the fair market value of the shares of the Issuer's Series A Liberty Interactive 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, 2007.  The Reporting Person has an interest in the unitized fund, which holds shares of the Issuer's Series A Liberty Capital common stock,  the Issuer's Series A Liberty Interactive common stock and short-term investments.</footnote>
    </footnotes>

    <remarks>The trading symbols for the Issuer's Series A and Series B Liberty Capital common stock are LCAPA and LCAPB, respectively, and for the Issuer's Series A and Series B Liberty Interactive common stock are LINTA and LINTB, respectively.</remarks>

    <ownerSignature>
        <signatureName>/s/ Charles Y. Tanabe, Attorney-in-fact</signatureName>
        <signatureDate>2007-06-06</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poalmcjcm.txt
<TEXT>
POWER OF ATTORNEY


Know all by these presents, that the undersigned
hereby constitutes and appoints each of Charles Y.
Tanabe, Maureen Sturgeon, Craig Troyer,and
Debra A. Anderssen, signing singly, the undersigned's
true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned a Form 4
in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder; and

2. Do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and execute any such Form 4, complete and execute
any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange
Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming,
nor is Liberty Media Corporation ("Liberty") assuming,
any of the undersigned's responsibilities to comply
with Section 16 of the Securities Act of 1934, and the
undersigned agrees to indemnify and hold harmless each of
the attorneys-in-fact from any liability or expense based
on or arising from any action taken pursuant to this Power
of Attorney.

The attorneys-in fact have the right to request that the
undersigned provide as soon as  possible written confirmation
of the transaction and the signing and filing of a Form 4 on
behalf of the undersigned.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to File Form 4 with
respect to the undersigned's holdings of and transactions in
securities issued by Liberty, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 22nd day of January, 2007.



/s/ John C. Malone
Signature

John C. Malone
Print Name
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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