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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

LIBERTY INTERACTIVE CORP-B

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53071M104

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 53071M104

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Harris Associates L.P.
04-3276558
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER 24,295,123
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 24,295,123
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,872,480
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%
12. TYPE OF REPORTING PERSON

IA 























    

        
CUSIP No.
        
        

	53071M104

        
    









	

		
1.
		
		
NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)




	Harris Associates Inc.




	04-3276549


				
	

	

		
2.
		
		
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*


(a)  [ ]

(b)  [ ]
				
	

	

		
3.
		
		
SEC USE ONLY
		
	

	

		
4.				
		
CITIZENSHIP OR PLACE OF ORGANIZATION




	Delaware

				
	

	

		
			

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
			

				
		
5. SOLE VOTING POWER
        
        





24,295,123


        
	

	

		
6.  SHARED VOTING POWER
        
        





0


        
	

	

		
7.  SOLE DISPOSITIVE POWER
        





24,295,123


        
	

	

		
8.  SHARED DISPOSITIVE POWER
        
        





0


        
	

	

		
9.
        
		
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




    24,872,480

				
	

	

		
10.
        
		
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


[ ]
				
	

	

		
11.
        
		
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)




    5.3%

				
	

	

		
12.
        
		
TYPE OF REPORTING PERSON


CO
				
	

























    



	

		
Item 1.
		
    

    

        
        
		
(a)
		
		
Name of Issuer

LIBERTY INTERACTIVE CORP-B
				
	

	

        
        
		
(b)
		
		
Address of Issuer's Principal Executive Offices










	12300 Liberty Boulevard, Englewood
	 CO
	  80112


				
	



    

		
Item 2.
		
    

	

        
        
		
(a)
		
		
Name of Person Filing



Harris Associates L.P.
("Harris")


    


Harris Associates Inc.
("General Partner")


        		
	

	

        
        
		
(b)
		
		
Address of Principal Business Office or, if None, Residence






Both


	Harris

and the


	General Partner

maintain their principal offices at:












	111 S. Wacker Drive, Suite 4600, Chicago
	 IL
	  60606




				
	

	

        
        
		
(c)
		
		
Citizenship








	Harris
 is a


	Delaware
 limited partnership.


The

	General Partner
 is a


	Delaware
 corporation.


				
	

	

        
        
		
(d)
		
		
Title of Class of Securities


	Common Stock

				
	

	

        
        
		
(e)
		
		
CUSIP Number


	53071M104

				
	



	

		
Item 3.
		
		
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a:
        
    

    

        
        
        
(a)
        
        
[ ]
        
        
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
        
    

    

        
        
        
(b)
        
        
[ ]
        
        
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
        
    

    

        
        
        
(c)
        
        
[ ]
        
        
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
        
    

    

        
        
        
(d)
        
        
[ ]
        
        
Investment Company registered under
Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
        
    

    

        
        
        
(e)
        
        
[X]
        
        
An investment adviser in accordance with
Rule 240.13d-1(b)(1)(ii)(E);
        
    

    

        
        
        
(f)
        
        
[ ]
        
        
An employee benefit plan or endowment fund in accordance with
Rule 240.13d-1(b)(1)(ii)(F);
        
    

    

        
        
        
(g)
        
        
[ ]
        
        
A parent holding company or control person in accordance with
Rule 240.13d-1(b)(1)(ii)(G);
        
    

    

        
        
        
(h)
        
        
[ ]
        
        
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
        
    

    

        
        
        
(i)
        
        
[ ]
        
        
A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
        
    

    

        
        
        
(j)
        
        
[ ]
        
        
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
        
    



	

		
Item 4.
		
		
Ownership.
        
    

    

        
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
        
    

    

        
        
        
(a)
        
        
Amount Beneficially Owned:
        
    

    

        
        
        

    By reason of advisory and other relationships with the person who owns the Shares,

Harris

    may be deemed to be the beneficial owner of the following shares:

    24,872,480

    



Harris

    has been granted the power to vote Shares in circumstances it determines
    to be appropriate in connection with assisting its advised clients to whom
    it renders financial advice in the ordinary course of business, by either
    providing information or advice to the persons having such power, or by
    exercising the power to vote.

        		
    

    

        
        
        
(b)
        
        
Percent of Class:
        
    

    

        
        
        


    5.3%

        
    

    

        
        
        
(c)
        
        
Number of shares as to which such person has:
        
    

    

        
        
        
(i)
        
        
sole power to vote or to direct the vote
        
        





24,295,123


        
    

    

        
        
        
(ii)
        
        
shared power to vote or to direct the vote
        
        





0


        
    

    

        
        
        
(iii)
        
        
sole power to dispose or to direct the disposition of
        
        





24,295,123


        
    

    

        
        
        
(iv)
        
        
shared power to dispose or to direct the disposition of
        
        





0


        
    



	

		
Item 5.
		
		
Ownership of Five Percent or Less of Class.
		
    

    

        
        
		
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following:
[

]
		
	



	

		
Item 6.
		
		
Ownership of More than Five Percent on Behalf of Another Person.
		
    

    

        
        
		



    Not Applicable


				
	



	

		
Item 7.
		
		
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.

				
    

    

        
        
		




    Not Applicable

		
	



	

		
Item 8.
		
		
Identification and Classification of Members of the Group.


Not Applicable.  This schedule is not being filed pursuant to
Rule 13d-1(b)(1)(ii)(J) or Rule 13d-1(d).


				
	



	

		
Item 9.
		
		
Notice of Dissolution of Group.


Not Applicable


				
	



	

		
Item 10.
		
		
Certification.



By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above

were acquired and are held
in the ordinary course of business and

were not acquired and are not held for the purpose
of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
				
	


















    
SIGNATURE



    

         
        
            After reasonable inquiry and to the best of my knowledge and belief,
            I certify that the information set forth in this statement is true,
            complete and correct.
        
         
    







    

         
        
                                By:  /s/
    Heidi W. Hardin


        		
    

    

         
        
                                --------------------------------------

        		
    

    

         
        
                                Date:


    February 15, 2016



        		
    

    

         
        
                                Name:
    Heidi W. Hardin


        		
    

    

         
        
                                Title:
    Vice President and General Counsel


        		
    







    

         
        

    *Harris Associates Inc., for itself and as General Partner of Harris Associates L.P.