FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MALONE JOHN C
   2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP [LCAPA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
12300 LIBERTY BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
11/23/2009
(Street)

ENGLEWOOD, CO 80112		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series B Liberty Capital Common Stock 11/23/2009   M   574,270 A $ 15.2 5,868,550 D  
Series B Liberty Capital Common Stock               170,471 (1) I By Spouse
Series A Liberty Capital Common Stock 11/23/2009   F   377,711 D $ 23.11 2,269,012 D  
Series A Liberty Capital Common Stock               75,252 (1) I By Spouse
Series A Liberty Capital Common Stock               165 I By Trust (2)
Series A Liberty Capital Common Stock               679 (3) I By 401(k) Savings Plan

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 15.2 11/23/2009   M     574,270   (4) 02/28/2011 Series B Liberty Capital Common Stock 574,270 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MALONE JOHN C
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112		   X   X   Chairman of the Board  

Signatures

 /s/ John C. Malone   11/24/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person disclaims beneficial ownership of these shares owned by his spouse.
(2) The Reporting Person is the sole trustee of and, with his spouse, retains a unitrust interest in the trust.
(3) The number of shares represents equivalent shares based on the fair market value of the shares of Series A Liberty Capital 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 November 18, 2009. The Reporting Person has an interest in the unitized fund, which holds shares of Series A Liberty Capital common stock, Series A Liberty Entertainment common stock, Series A Liberty Interactive common stock, and short-term investments.
(4) The stock option was fully vested as of 02/28/06.
 
Remarks:
The trading symbols for the Issuer's Series A and Series B Liberty Capital common stock are LCAPA and LCAPB, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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