As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-64746
Prospectus Supplement
(To Prospectus dated July 30, 2001, as supplemented by Prospectus Supplement
dated August 31, 2001)
Liberty Media Corporation
3-1/2% Senior Exchangeable Debentures due 2031
The persons named in the table below are "selling security holders," as
that term is used in the prospectus, dated July 30, 2001, as supplemented by the
prospectus supplement, dated August 31, 2001, which covers the sale from time to
time by the selling security holders named therein and in any prospectus
supplement of $600,000,000 original principal amount of Liberty Media
Corporation's 3-1/2% Senior Exchangeable Debentures due 2031. The selling
security holders named in the table below were not listed in the prospectus.
The following table sets forth, as of July 30, 2001, the principal amount
of debentures that may be sold by the referenced selling security holders
pursuant to the prospectus, as supplemented through the date hereof. Because
selling security holders may sell all or some of their debentures from time to
time under the prospectus, as supplemented, no estimate can be given at this
time as to the principal amount of debentures that will be held by any selling
security holder following any particular sale of debentures by it.
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Principal amount of Percentage of
debentures that may be outstanding
Name sold ($) debentures
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Fidelity Devonshire Trust: Fidelity Equity-Income Fund 24,460,000 4%
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Fidelity Puritan Trust: Fidelity Puritan Fund 14,140,000 2.3%
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Variable Insurance Products Fund: Equity-Income Portfolio 11,400,000 1.9%
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the prospectus. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement is November 2, 2001.