UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented by adding the following information:

The information contained under Item 4 below is incorporated by reference in this Item 3.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented to add the following information:

On November 19, 2009, the Issuer completed a partial redemption of its Liberty Entertainment common stock (the “Split-Off”),  pursuant to which 0.9 of each share of the Issuer’s Liberty Entertainment common stock was redeemed for 0.9 of a share of the corresponding series of the common stock of a newly formed, wholly owned subsidiary of the Issuer, Liberty Entertainment, Inc. (“LEI”), with 0.1 of each share of Liberty Entertainment common stock (“LMDI”) remaining outstanding and redesignated as Liberty Starz common stock (“LSTZ”).

Immediately following the Split-Off on November 19, 2009, a business combination transaction (the “DTV Business Combination”) among the Issuer, LEI, The DIRECTV, Group, Inc. (“DIRECTV”), DIRECTV (“Holdings”) and certain other persons, including the Reporting Person, was completed.  In the DTV Business Combination, (i) the Reporting Person, his spouse and certain trusts for the benefit of his children (together, the “Malones”) contributed each share of LEI Series B common stock held by them to Holdings for 1.11130 shares of Holdings Class B common stock, (ii) LEI merged with a subsidiary of Holdings and each share of LEI Series A common stock and Series B common stock outstanding at such time was converted into 1.11130 shares of Holdings Class A common stock; and (iii) DIRECTV merged with a subsidiary of Holdings and each share of DIRECTV common stock was converted into one share of Holdings Class A common stock.

In connection with the Split-Off and the DTV Business Combination, and in accordance with the terms of the Malone Agreement, the Malones voted their shares of Liberty Entertainment common stock in favor of the Split-Off at the special meeting of the Issuer’s Liberty Entertainment common stock held on November 19, 2009.  As a

result of the completion of the transactions, the voting agreements, restrictions on transfer and other restrictions set forth in the Malone Agreement are no longer applicable to the Common Stock (although the shares of DIRECTV common stock received by the Malones in the DTV Business Combination remain subject to certain restrictions).  For more details regarding the Malone Agreement, see Amendment No. 1.

Mr. Malone may determine to change his intentions with respect to the Issuer at any time in the future and may, for example, elect (i) to acquire additional shares of Common Stock of any class or series in open market or privately negotiated transactions or pursuant to the exercise of stock options or under other compensatory stock plans of the Issuer or (ii) to dispose of all or a portion of his holdings of shares of Common Stock.  In reaching any determination as to his future course of action, Mr. Malone will take into consideration various factors, such as the Issuer’s business and prospects, other developments concerning the Issuer, other business opportunities available to Mr. Malone, estate planning considerations, the terms of the call agreement and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock.

Other than as provided herein, and except as contained in the agreements previously filed as exhibits to the Schedule 13D or as has been publicly announced by the Issuer, Mr. Malone does not have any plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated to read as follows:

(a)        Mr. Malone beneficially owns (without giving effect to the conversion of LCAPB, LINTB or LSTZB shares into LCAPA, LINTA or LSTZA shares, as applicable, or the conversion of options to acquire LINTB or LSTZB shares into options to acquire LINTA or LSTZA shares, as applicable) (i) 2,538,849 LCAPA shares (including (x) 75,252 shares held by his wife as to which he disclaims beneficial ownership, (y) 168,472 shares that may be acquired within 60 days of November 30, 2009 pursuant to stock options, and (z) 25,700 shares held by two trusts (the “Trusts”) which are managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children, and in which Mr. Malone has no pecuniary interest and has disclaimed beneficial ownership of, but over which Mr. Malone retains the right to substitute assets held by the Trusts), which represent approximately 2.8% of the outstanding LCAPA shares; (ii) 6,130,810 LCAPB shares (including (y) 170,471 shares held by his wife as to which he disclaims beneficial ownership and (z) 91,789 shares held by the Trusts, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 82.5% of the outstanding LCAPB shares; (iii) 4,483,269 LINTA shares (including (x) 376,260 shares held by his wife as to which he disclaims beneficial ownership, (y) 627,297 shares that may be acquired within 60 days of November 30, 2009 pursuant to stock options and (z) 128,500 shares held by the Trusts, as to which shares Mr. Malone disclaims beneficial ownership), which represent less than 1% of the outstanding LINTA shares; (iv) 30,579,061 LINTB shares (including (x) 852,358 shares held by his wife as to which he disclaims beneficial ownership, (y) 3,321,351 shares that may be acquired within 60 days of November 30, 2009 pursuant to stock options, and (z) 458,946 shares held by the Trusts, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 93.8% of the outstanding LINTB shares; (v) 204,543 LSTZA shares (including (w) 30,100 shares held by his wife as to which he disclaims beneficial ownership, (x) 59,448 shares that may be acquired within 60 days of November 30, 2009 pursuant to stock options, (y) 22,818 restricted shares, none of which are vested or will vest within sixty days of November 30, 2009, and (z) 10,280 shares held by the Trusts, as to which shares Mr. Malone disclaims beneficial ownership), which represent less than 1% of the outstanding LSTZA shares; and (vi) 2,446,323 LSTZB shares (including (x) 68,188 shares held by his wife as to which he disclaims beneficial ownership, (y) 265,708 shares that may be acquired within 60 days of November 30, 2009 pursuant to stock options, and (z) 36,715 shares held by the Trusts, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 93% of the outstanding LSTZB shares.  The foregoing percentage interests are based on 89,865,929 LCAPA shares, 7,432,987 LCAPB shares, 567,028,864 LINTA shares, 29,288,809 LINTB shares, 49,843,224 LSTZA shares and 2,365,560 LSTZB shares, in each case, outstanding as of November 30, 2009 based on information provided by the Issuer.  Accordingly, based on the shares outstanding as noted above and calculated pursuant to Rule 13d-3 of the Exchange Act, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 35% of the voting power with respect to the general election of directors of the Issuer.

January 7, 2010

Date

/s/ John C. Malone

Signature

Exhibit No.

Description

7(a)

Call Agreement dated as of February 9, 1998, between Liberty Media Corporation (as assignee of Comcast Cable Holdings LLC, formerly, Tele-Communications, Inc. (“TCI”) and the Malone Group (incorporated by reference to Exhibit 7(n) to Mr. Malone’s Amendment No. 8 to Schedule 13D filed in respect of TCI).

7(b)

Letter, dated as of March 5, 1999, from TCI and Liberty Media Corporation addressed to Mr. Malone and Leslie Malone (incorporated by reference to Exhibit 7(f) to Mr. Malone’s Schedule 13D filed in respect of AT&T Corp.).

7(c)

Form of Option Agreement between Liberty Media Corporation and Mr. Malone (incorporated by reference to Exhibit 7(e) to Mr. Malone’s Schedule 13D filed in respect of Liberty Media LLC).

7(d)

Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (incorporated by reference to Exhibit 10.3 to the DTVG 8-K).

7(e)

Amendment No. 1 to the Voting and Right of First Refusal Agreement, dated as of July 29, 2009, by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (incorporated by reference to Exhibit 10.2 to The DIRECTV Group, Inc. Current Report on Form 8-K, as filed on July 30, 2009).