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 *
TANABE CHARLES Y
   2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP [LCAPA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
12300 LIBERTY BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
05/25/2011
(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 A Liberty Capital Common Stock 05/25/2011   M   2,005 A $ 15.96 48,951 D  
Series A Liberty Capital Common Stock 05/25/2011   M   2,021 A $ 17.26 50,972 D  
Series A Liberty Capital Common Stock 05/25/2011   M   2,935 A $ 23.28 53,907 D  
Series A Liberty Capital Common Stock 05/25/2011   S   6,961 D $ 90.41 (1) 46,946 D  
Series A Liberty Capital Common Stock               908 (2) 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
Employee Stock Option (right to buy) $ 15.96 05/25/2011   M     2,005   (3) 03/29/2014 Series A Liberty Capital Common Stock 2,005 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.26 05/25/2011   M     2,021   (4) 12/24/2014 Series A Liberty Capital Common Stock 2,021 $ 0 6,069 D  
Empoloyee Stock Option (right to buy) $ 23.28 05/25/2011   M     2,935   (5) 12/17/2016 Series A Liberty Capital Common Stock 2,935 $ 0 32,289 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TANABE CHARLES Y
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112		       Executive Vice President  

Signatures

 /s/ Charles Y. Tanabe   05/27/2011
**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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.40 to $90.43, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(2) The number of shares reported as held in the reporting person's 401(k) is based on a plan statement from the Plan Administrator for the Issuer's 401(k) Savings Plan dated as of April 30, 2011.
(3) The stock options in this grant, representing a right to purchase a total of 31,900 shares, became exercisable in equal installments quarterly over four years beginning June 29, 2007.
(4) The stock options in this grant, representing a right to purchase a total of 32,342 shares, became exercisable in equal installments quarterly over four years beginning March 24, 2008.
(5) The stock options in this grant, representing a right to purchase a total of 46,965 shares, became exercisable in equal installments quarterly over four years beginning March 17, 2010.

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