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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)

(Amendment No. 2) *

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Item 1(a). Name of Issuer:

      Liberty Media Corporation

Item 1(b). Address of Issuer’s Principal Executive Offices:

      12300 Liberty Boulevard
      Englewood, Colorado 80112

Item 2(a). Names of Persons Filing:

      This statement is filed on behalf of the persons identified below (the “Reporting Persons”).

      Comcast QVC, Inc.

      Comcast Programming Holdings, Inc.

      Comcast Holdings Corporation

      Comcast Corporation

Item 2(b). Address of Principal Business Office or, if None, Residence:

     The address of the principal business office of each of Comcast QVC, Inc. and Comcast Programming Holdings, Inc. is 1201 N. Market Street, Suite 1405, Wilmington, Delaware 19801.

     The address of the principal business office of each of Comcast Holdings Corporation and Comcast Corporation is 1500 Market Street, Philadelphia, PA 19102.

Item 2(c). Citizenship:

      Comcast QVC, Inc. – Delaware

      Comcast Programming Holdings, Inc. – Delaware

      Comcast Holdings Corporation – Pennsylvania

      Comcast Corporation – Pennsylvania

Item 2(d). Title of Class of Securities:

      Liberty Series A Common Stock, par value $.01 per share (“Series A Common Stock”)

Item 2(e). CUSIP Number:

      530718105

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)	o	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	o	Investment company registered under Section 8 of the Investment Company Act;
(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

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(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a)	Amount beneficially owned: 100,000,000
(b)	Percent of class: 3.7%
(c)	Number of shares as to which such person has:

      (i)Sole power to vote or to direct the vote: -0-

      (ii)Shared power to vote or to direct the vote: 100,000,000

      (iii)Sole power to dispose or to direct the disposition of: -0-

      (iv)Shared power to dispose or to direct the disposition of: 100,000,000

Item 5. Ownership of Five Percent or Less of a 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. x

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

      Not applicable

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

      Comcast QVC, Inc. owns 100,000,000 shares of Series A Common Stock.

      Comcast QVC, Inc. is a direct, wholly owned subsidiary of Comcast Programming Holdings, Inc.

      Comcast Programming Holdings, Inc. is a direct, wholly owned subsidiary of Comcast Holdings Corporation.

      Comcast Holdings Corporation is a direct, wholly owned subsidiary of Comcast Corporation.

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

      Not applicable

Item 9. Notice of Dissolution of Group.

      Not applicable

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Item 10. Certifications.

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

 

 

 

 

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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.

Date: January 27, 2005	COMCAST QVC, INC
	By:	/s/ James P. McCue
		Name:	James P. McCue
		Title:	President
	COMCAST PROGRAMMING HOLDINGS, INC.
	By:	/s/ James P. McCue
		Name:	James P. McCue
		Title:	President
	COMCAST HOLDINGS CORPORATION
	By:	/s/ Arthur R. Block
		Name:	Arthur R. Block
		Title:	Senior Vice President
	COMCAST CORPORATION
	By:	/s/ Arthur R. Block
		Name:	Arthur R. Block
		Title:	Senior Vice President

 

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SCHEDULES

Schedule I

Termination of Joint Filing Agreement dated September 24, 2003 between Comcast QVC Inc., Comcast Programming Holdings, Inc., Comcast Holdings Corporation and Comcast Corporation.

 

 

 

 

 

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SCHEDULE I

TERMINATION OF JOINT FILING AGREEMENT
EXECUTED PURSUANT TO RULE 13d-1(k)(1)

     The undersigned hereby terminate the Joint Filing Agreement among them dated September 24, 2003. This termination may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

      Dated as of: January 27, 2005

	COMCAST QVC, INC
	By:	/s/ James P. McCue
		Name:	James P. McCue
		Title:	President
	COMCAST PROGRAMMING HOLDINGS, INC.
	By:	/s/ James P. McCue
		Name:	James P. McCue
		Title:	President
	COMCAST HOLDINGS CORPORATION
	By:	/s/ Arthur R. Block
		Name:	Arthur R. Block
		Title:	Senior Vice President
	COMCAST CORPORATION
	By:	/s/ Arthur R. Block
		Name:	Arthur R. Block
		Title:	Senior Vice President

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