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Prospectus Supplement
(To Prospectus dated February 9, 2000)
Liberty Media Corporation
4% Senior Exchangeable Debentures due 2029
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The persons named in the table below are "selling security holders," as
that term is used in the prospectus, dated February 9, 2000, which covers the
sale from time to time by the selling security holders named therein and in any
prospectus supplement of $868,789,000 original principal amount of Liberty Media
Corporation's 4% Senior Exchangeable Debentures due 2029. The selling security
holders named below either acquired their debentures pursuant to Rule 144A from
persons named as selling security holders in the prospectus, or are indirectly
referred to in the prospectus under the entry "any other holder of debentures as
of the date of this prospectus," which appears in the table under the caption
"Selling Security Holders" in the prospectus.
The following table sets forth information, as of February 9, 2000, with
respect to each selling security holder named therein and the principal amount
of debentures owned by it. The entire principal amount of the debentures owned
by each named selling security holder may be sold pursuant to the prospectus, as
supplemented hereby. Because each selling security holder may sell all or some
of its debentures from time to time under the prospectus, as supplemented
hereby, no estimate can be given at this time as to the principal amount of
debentures that will be held by that selling security holder following any
particular sale of debentures by it.
<TABLE>
<CAPTION>
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Name Principal amount of Percentage of
debentures that may outstanding
be sold ($) debentures
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<S> <C> <C>
Attorneys Title Insurance Fund 300,000 *
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First Republic Bank 155,000 *
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Nelson Partners Ltd. 3,395,000 *
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Principal Utilities Fund, Inc. 2,112,000 *
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Principal Variable Contracts Fund -- Utilities 288,000 *
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</TABLE>
* Less than 1%
PIMCO Convertible Bond Fund, which is named in the prospectus as a selling
security holder, owned debentures in the principal amount of $4,700,000 on
February 9, 2000, which represented less than one percent of the principal
amount of the debentures outstanding on that date.
State of Oregon Equity, which is named in the prospectus as a selling
security holder, owned debentures in the principal amount of $9,400,000 on
February 9, 2000, which represented 1.08% of the principal amount of the
debentures outstanding on that date.
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 February 24, 2000.
