SEC FORM 5

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SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAGNESS GARY D

(Last)

(First)

(Middle)

C/O RAYMOND L. SUTTON, BAKER & HOSTETLER

LLP 303 EAST 17TH AVENUE, SUITE 1100

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP /DE/ [ L;LMC.B ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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 Common Stock	11/13/2003		J⁽¹⁰⁾	2,560	A	⁽¹⁰⁾	739,455	D
Series A Common Stock	11/13/2003		J⁽¹⁰⁾	88,187	A	⁽¹⁰⁾	27,274,162	I	See Footnote⁽¹⁾⁽⁷⁾⁽¹⁰⁾
Series A Common Stock	05/29/2003		J⁽⁹⁾	7,433,756	D	⁽⁹⁾	0	I	See Footnote⁽²⁾⁽⁷⁾⁽⁹⁾
Series A Common Stock							1,057,912	I	See Footnote⁽³⁾⁽⁷⁾
Series A Common Stock	05/29/2003		J⁽⁹⁾	2,477,918	A	⁽⁹⁾	5,163,362	I	See Footnote⁽⁴⁾⁽⁹⁾
Series A Common Stock	11/13/2003		J⁽¹⁰⁾	11,620	A	⁽¹⁰⁾	5,174,982	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Series A Common Stock							8,547	I	See Footnote⁽⁵⁾
Series A Common Stock							520	D⁽⁶⁾
Series A Common Stock							416	I	See Footnote⁽⁸⁾

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)	4. Transaction Code (Instr. 8)	(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)
Series B Common Stock	⁽¹¹⁾						⁽¹¹⁾	⁽¹¹⁾	Series A Common Stock	1,923,752		1,923,752	D
Series B Common Stock	⁽¹¹⁾						⁽¹¹⁾	⁽¹¹⁾	Series A Common Stock	70,850,108		70,850,108	I	See Footnote⁽¹⁾⁽⁷⁾
Series B Common Stock	⁽¹¹⁾	09/04/2003		J⁽⁹⁾		5,408,024	⁽¹¹⁾	⁽¹¹⁾	Series A Common Stock	10,816,048	⁽¹¹⁾	10,816,048	I	See Footnote⁽²⁾⁽⁷⁾⁽⁹⁾
Series B Common Stock	⁽¹¹⁾						⁽¹¹⁾	⁽¹¹⁾	Series A Common Stock	5,408,024		5,408,024	I	See Footnote⁽⁴⁾
Series B Common Stock	⁽¹¹⁾						⁽¹¹⁾	⁽¹¹⁾	Series A Common Stock	4,048		4,048	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. As the representative of the Estate of Bob Magness.

2. By Magness Securities, LLC.

3. By Magness FT Investment Company, LLC.

4. By GMag, LLC.

5. By Reporting Person's daughter.

6. Owned jointly with Reporting Person's wife.

7. Pursuant to General Instruction 4(b)(iv) to Form 4, the Reporting Person is reporting the holdings of Magness Securities, LLC and Magness FT Investment Company, LLC. However, the Reporting Person disclaims beneficial ownership in such holdings except to the extent of his pecuniary interest therein. As personal representative of the Estate of Bob Magness the Reporting Person is reporting the holdings of the Estate of Bob Magness, however the Reporting Person disclaims beneficial ownership in such holdings except to the extent of his pecuniary interest therein.

8. Owned by Reporting Person's wife.

9. In May, Magness Securities distributed to its members on a pro-rata basis all of its Series A Common Stock. In August of 2003, Magness Securities distributed to its members on a pro-rata basis all but 10,816,024 shares of its Series B Common Stock. The Reporting Person's acquisitions of the Series A Common Stock is as a result of this distribution. These distributions were incident to the death of a member of Magness Securities on March 29, 2003 and were conducted, in part, to provide the decedent's estate liquidity. The Reporting Person previously disclosed the beneficial ownership of the shares held by Magness Securities. See Note 7.

10. Received in exchange for shares of Liberty Satellite & Technology, Inc. ("LSAT") Series A common stock in connection with the merger of LSAT with a subsidiary of the Issuer (the "Merger"). On the effective date of the Merger, the closing price of LSAT's Series A common stock was $2.73 per share and the closing price of the Issuer's Series A common stock was $10.08 per share.

11. Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of the Series B Common Stock for each share of Series A Common Stock.

	/s/ Gary Magness	02/12/2004
	** 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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