SecProbe.io

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MAIL STOP 0303

June 2, 2005

By Facsimile (212) 259-2597 and U.S. Mail

Charles Y. Tanabe, Esquire
Liberty Media Corporation
12300 Liberty Boulevard
Engelwood, Colorado 80112

Re:  	Liberty Media Corporation
	Schedule TO-I filed on May 24, 2005
	File No. 005-58457

Dear Mr. Leaf:

      We have the following comments on the above referenced
filing. Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Offer to Purchase

Summary Term Sheet, page 1

	When will I receive payment for my eligible options that are
accepted for payment?, page 2

1. We note that you will pay the option purchase price for validly
tendered options in cash "promptly following the expiration date
and satisfaction of all conditions to the offer."  To the extent that
you intend to satisfy the prompt payment requirement, please revise to
clarify that you will provide payment promptly after expiration of
the offer rather than promptly following satisfaction of all
conditions to the offer.  Otherwise, please advise us how you
intend to comply with the prompt payment requirement given that all
conditions to the offer, other than those conditions dependent
upon the receipt of government approvals, must be satisfied or waived
prior to expiration of the offer.  Also, we note that payments
will be made in accordance with Ascent`s regular payroll procedures
and expect that the payroll payment will be made on or about July 1,
2005.  Please advise us of the basis for your belief that a
payment on July 1, 2005 is consistent with the prompt payment requirement
set forth in Rule 14e-1(c).  See Exchange Act Release 43069, July 31,
2000, for additional guidance concerning an interpretation of what
time frame is considered prompt.

How do I tender my eligible options?, page 5

2. You disclose that subject to your rights to terminate the offer
in your "sole discretion," you currently expect that you will accept
all options properly tendered promptly after the expiration date of
the Offer.  Since you do not reference the occurrence of any listed
offer condition, this language seems to imply that you may terminate
the offer at will in your sole discretion and for any reason.  Please
note that it is our view that you may terminate the offer only if
one of the listed offer conditions so permits unless the offer is
unconditional.  Please confirm your understanding on a
supplemental basis, and revise any disclosure in the Offer to Purchase
to remove the implication that the offer is illusory.

Section 5.  Conditions of the Offer, page 12

3. We refer you to the disclosure that upon expiration of this
offer you "will promptly accept all of the properly tendered eligible
options or reject them all."  Please advise us of the
circumstances under which you believe you could "reject all" of the
properly tendered eligible options in the instance where an offer
condition has not yet occurred, or revise to make clear the
circumstances under which options would be rejected.

Section 8.  Information Concerning Liberty

4. Please advise us why you are incorporating certain financial
information by reference when the Schedule TO indicates that Item
1010(a) and (b) of Regulation M-A are not applicable.
Section 16.  Additional Information, page 22

5. We note that you are attempting to incorporate by reference
future documents filed subsequent to the date of this offer to purchase.
Schedule TO, however, does not permit "forward" incorporation by
reference.  If the information provided to option holders in the
offering document materially changes, you are under an obligation
to amend the Schedule TO and to disseminate the new information to
option holders in a manner reasonably calculated to inform them
about the change.  If you would like to incorporate by reference to
periodic reports that you file before the offer expires or
terminates, you must amend the offer materials to specifically
reference each such report. Please revise the disclosure
accordingly.

Section 17.  Forward-Looking Forward-Looking Statements and
Information, page 23

6. You disclose that this offer includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act.  We also note that you
disclose that "[t]he safe harbor provided in the Private Securities
Litigation Reform Act of 1995, by its terms, does not apply to
statements made in connection with this tender offer."  Please reconcile
your disclosure or advise.

Election Form

7. Unless required by state securities laws, please revise your
"Election Form" to remove all representations that may suggest to
option holders that they are waiving its rights under the federal
securities laws.  For example, please delete any requirement that
investors certify they "understand" or "recognize" how certain
terms of this offer operate.  If you believe a basis exists under state
law to impose this requirement, please advise.

Closing

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from Liberty Media Corporation
acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing or
in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that we may have additional comments after reviewing your amendment
and responses to our comments.  In addition, depending upon your
response to these comments, a supplement may need to be sent to security
holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549.

              					Very truly yours,

     	          					Jeffrey B. Werbitt
							Attorney-Advisor
							Office of Mergers and
							Acquisitions

cc: 	Marc A. Leaf, Esquire
      Baker Botts L.L.P.
      30 Rockefeller Plaza Avenue
      New York, New York 10112-4498

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