UPLOAD: SEC-generated letter

Mail Stop 3720

March 24, 2006


Charles Y. Tanabe
Liberty Media Holding Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112

Re: Liberty Media Holding Corporation
Registration Statement on Form S-4
Filed March 15, 2006
File No. 333-132452

Dear Mr. Tanabe:

We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.

Summary Attributed Historical Financial Data, page 13
1. As the planned composition of the tracking groups may not
correspond to Liberty Media Corporation`s historical attribution
of
businesses to the interactive group or capital group, please state
here any significant considerations investors should have in
assessing the summary attributed historical data on pages 14 and
15.
For example, we note that Liberty Media Corporation`s 2004 Form
10-K
includes OpenTV and On Command in its interactive group but that
you
now have attributed those parts of its business to your expected
capital group. Please indicate whether the results take into
account
these changes in the composition of

the groups. We note your disclosure on page B-2-1 that "[t]he
attributed financial information presented in the tables has been
prepared assuming the restructuring had been completed as of
January
1, 2003."

Financial Statements

Note 5. Discontinued Operations, page B-1-22

Spin-Off of Liberty Media International, Inc.
2. We understand that on June 7, 2004 you completed the spin-off
of
Liberty Media International, Inc. Your disclosure indicates that,
in
the third quarter of 2005, you finalized your 2004 tax return and
an
adjustment was made to increase your deferred income tax
liabilities
and reduce additional paid capital to reflect the $28 million
allocated to LMI. We have the following comments with respect to
this transaction:

* While your disclosure indicates that this event took place in
the
third quarter of 2005, we noted no footnote disclosure in the
interim
financial statements for the period ended September 30, 2005,
although we do note an adjustment to equity for $26 million to
spin
off LGI. Confirm that this adjustment represents the $28 million
allocated to LMI under the tax sharing agreement, and explain the
$2
million difference. Tell us how you determined no footnote
disclosure was required in the interim financial statements, as
well
as why the treatment of the $28 million was not specifically noted
during discussions with the Staff on the appropriate treatment of
amounts received and due under the tax sharing agreement with
AT&T.
* Was there a distribution of assets (either tax assets or cash)
to
LMI in connection with the finalization of the 2004 tax return?
* Based upon your disclosure, it would appear that the
Reorganization
Agreement and Tax Sharing Agreement create guarantees both by you,
as
well as LMI. Tell us how you accounted for the guarantees,
specifically those guarantees provided under the Tax Sharing
Agreement, at the time of the LMI spin-off. Refer to FIN 45.
* To the extent that (i) FIN 45 was applicable on the date of the
spin-off and (ii) additional amounts are due to or from the other
party to the Tax Sharing Agreement, tell us how you intend to
account
for such amounts in future filings. To respond to this comment,
please address your proposed accounting once the tax return
relating
to the year of the spin-off has been filed. In this fact pattern,
this would not be the accounting in the year ended December 31,
2005
when the 2004 tax return was filed, but rather is intended to
address
your accounting for periods subsequent to that date.

We may have further comments after reviewing your response.

Item 21. Exhibits and Financial Statement Schedules, page II-7
3. Please amend to include consent of your independent registered
public accountant.

* * *

As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773, or Ivette Leon, Assistant Chief Accountant, at (202)
551-
3351, if you have any questions regarding comments on the
financial
statements and related matters. Please contact Cheryl Grant,
Staff
Attorney, at (202) 551-3359, or me, at (202) 551-3810, with any
other
questions.

Sincerely,



Larry Spirgel
Assistant Director

cc: via facsimile (212-259-2540)
Robert W. Murray, Jr.
Baker Botts LLP

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Mr. Tanabe
Liberty Media Holding Corporation
March 24, 2006
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