UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the Securities ~~(date~~Exchange Act of ~~earliest event reported): December 22, 2006~~1934

~~LIBERTY MEDIA~~Date ~~LLC (Exact~~of ~~name~~Report (date of ~~registrant~~ asearliest ~~specified~~event inreported): ~~its~~May ~~charter)~~7, 2007

Delaware	000-16615	20-5272297
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

LIBERTY MEDIA LLC

~~12300 Liberty Boulevard Englewood, Colorado 80112~~ (~~Address~~Exact name of ~~principal executive~~registrant ~~offices~~as ~~and~~specified ~~zip~~in ~~code~~its charter)

Delaware	001-16615	20-5272297
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (720) 875-5400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

On ~~December~~May 227, ~~2006~~2007, Liberty Media Corporation (~~the~~ “~~Company~~Liberty”), the parent company of Liberty Media LLC, ~~entered into a Share~~issued ~~Exchange Agreement (the “Agreement”) with News Corporation (“News”), pursuant to which News will transfer to the Company all the outstanding shares of stock of~~ a ~~wholly~~press ~~owned~~release ~~subsidiary~~announcing ofthat ~~News~~it ~~which,~~and ~~at the time of closing of the proposed transaction would own (i) 470,420,752 shares of common stock, par value $0~~Backcountry.01com ~~per share, of The DirecTV Group, Inc.~~ (~~the~~ “~~DTV Shares~~Backcountry”), ~~which DTV~~had ~~Shares~~entered ~~will~~into ~~represent~~a ~~approximately~~definitive ~~38%~~agreement offor ~~the~~Liberty ~~outstanding~~to ~~shares~~acquire of capital stock of The DirecTV Group, Inc.; (ii) all the issued and outstanding equity interests of each of Fox Sports Net Rocky Mountain, LLC, Fox Sports Net Pittsburgh, LLC, and Fox Sports Net Northwest, LLC, which conduct a ~~business~~controlling ~~consisting~~interest ~~of regional sports programming cable networks (the “RSN Business”); and (iii) approximately $550,000,000~~ in ~~cash, in exchange for which the Company will transfer to News 324,637,067 shares of Class A Common Stock, par value $0~~Backcountry.01 Terms ~~per share,~~ of ~~News, and 188,000,000 shares of Class B Common Stock, par~~the ~~value~~acquisition ~~$0.01~~were ~~per~~not ~~share, of News, (the “Transaction”)~~disclosed.

~~Consummation~~This ofForm ~~the~~8-K ~~Transaction~~and ~~is subject to~~the ~~various~~press ~~conditions,~~release ~~including~~attached ~~(i)~~hereto ~~approval~~as ofExhibit ~~the~~99.1 ~~Transaction~~are bybeing ~~News’ shareholders,~~furnished ~~(ii)~~to ~~expiration~~the orSEC under ~~termination~~Item 7.01 of ~~the~~Form ~~applicable Hart~~8-~~Scott-Rodino~~K ~~waiting~~in ~~period~~satisfaction ~~and (iii) consent~~ of the ~~Federal~~public disclosure ~~Communications~~requirements ~~Commission~~of Regulation FD.

~~A copy of the press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.~~2

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~Additional~~Pursuant to the ~~Exhibits~~requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~99.1 Press~~Date: ~~release~~May ~~of Liberty Media Corporation~~9, ~~dated December 22, 2006.~~2007

2LIBERTY MEDIA LLC By: /s/ Mark E. Burton Name: Mark E. Burton Title: Vice President

~~SIGNATURE~~3

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 22, 2006

LIBERTY MEDIA LLC By: /s/ Mark E. Burton Name: Mark E. Burton Title: Vice President

EXHIBIT INDEX

Exhibit No.		Document
99.1		Press release of Liberty Media Corporation, dated December 22, 2006.

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