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  EXHIBIT 10.5    
    


FOURTH
AMENDMENT TO 


TAX
SHARING AGREEMENT 


by
and among 


AT&T
CORP., 


LIBERTY
MEDIA CORPORATION,

for itself and each member of the Liberty Group, 


TELE-COMMUNICATIONS, INC., 


LIBERTY
VENTURES GROUP LLC, 


LIBERTY
MEDIA GROUP LLC, 


TCI
STARZ, INC., 


TCI
CT HOLDINGS, INC., 


and



each
Covered Entity listed on the signature pages hereof, 


dated
as of October 28, 1999 








        This
Fourth Amendment, dated as of October 28, 1999 (this "Fourth Amendment"), to the Tax Sharing Agreement (the "Agreement") dated as of March 9, 1999, as amended by the
First Amendment (the "First Amendment") to the Tax Sharing Agreement dated as of May 28, 1999, the Second Amendment (the "Second Amendment") to the Tax Sharing Agreement dated as of
September 24, 1999 and the Third Amendment (the "Third Amendment") to the Tax Sharing Agreement dated as of October 20, 1999, is entered into by and among AT&T Corp., a New York
corporation, Liberty Media Corporation, a Delaware corporation, for itself and on behalf of each member of the Liberty Group, Tele-Communications, Inc., a Delaware corporation,
Liberty Ventures Group LLC, a Delaware limited liability company, Liberty Media Group LLC, a Delaware limited liability company, TCI Starz, Inc., a Colorado corporation, TCI CT
Holdings, Inc., a Delaware corporation, each Covered Entity listed on the signature pages hereof, and each entity which becomes a party to the Agreement pursuant to Section 23 thereto.
Unless otherwise stated herein, capitalized terms used in this Fourth Amendment shall have the meaning ascribed to such terms in the Agreement. 



        WHEREAS,
the parties have entered into the Agreement which governs the sharing, allocation and reimbursement of federal, state, local and foreign taxes by the members of the Common Stock
Group and the Liberty Group; and 


        WHEREAS,
the parties now wish to amend the Agreement in certain respects to clarify the intent of the parties with respect to the sharing, allocation and reimbursement of federal, state,
local and foreign
taxes by the members of the Common Stock Group and the Liberty Group and to make such other amendments, as provided herein; 


        NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows: 



        1.     "AGI
Merger Agreement" shall mean the Amended and Restated Agreement and Plan of Merger dated as of October 28, 1999. 


        2.     The
first sentence of Section 3(d)(i) shall be amended as follows: 




	a.
	the
words "Cayman LLC (as defined in the AGI Merger Agreement)," shall be deleted;



	b.
	the
words "the Original Agreement (as defined in the AGI Merger Agreement)," shall be inserted after the words "; the AGI Acquisition, the AGI Merger
Agreement," and before the words "the AGI Merger";



	c.
	the
words ", as amended" shall be inserted after the words "the First Supplement to Inter-Group Agreement dated May 28, 1999" and before the words
"(the "First Supplement")"; 











	d.
	the
words "the Fourth Amendment" shall be inserted after the words "this Clause D of this First Amendment," and before the words "or the Voting
Agreement dated May 28, 1999"; and



	e.
	the
words ", the Fourth Amendment" shall be inserted after the words "this Clause D of this First Amendment" and before the words "and the Voting
Agreement or executed". 





        3.     Except
as otherwise expressly provided herein, the Agreement shall continue in full force and effect without modification. 









        IN
WITNESS WHEREOF, each of the parties has caused this Fourth Amendment to be executed by its respective duly authorized officer as of the date first set forth above. 

 






 



					
	 	 	 AT&T CORP.
	

 	
 	
  By:	
 	
/s/ Daniel E. Somers







 
	 	 	Name:	 	Daniel E. Somers
	 	 	Title:	 	Senior Executive Vice President

and Chief Financial Officer
	

 	
 	
 LIBERTY MEDIA CORPORATION, for itself and for

each member of the Liberty Group
	

 	
 	
  By:	
 	
/s/ Gary S. Howard







 
	 	 	Name:	 	Gary S. Howard
	 	 	Title:	 	Executive Vice President and Chief

Operating Officer




 

 





Each
of the Covered Entities listed below on this page hereby executes this Fourth Amendment as a member of the Liberty Group to acknowledge that such Person is bound by this Fourth Amendment as a
member of the Liberty Group: 

 






 



					
	 	 	 LIBERTY SP, INC.
	

 	
 	
  By:	
 	
/s/ Gary S. Howard







 
	 	 	Name:	 	Gary S. Howard
	 	 	Title:	 	Executive Vice President and Chief

Operating Officer
	

 	
 	
 LIBERTY AGI, INC.
	

 	
 	
  By:	
 	
/s/ Gary S. Howard







 
	 	 	Name:	 	Gary S. Howard
	 	 	Title:	 	Executive Vice President and Chief

Operating Officer
	

 	
 	
 LMC INTERACTIVE, INC.
	

 	
 	
  By:	
 	
/s/ Gary S. Howard







 
	 	 	Name:	 	Gary S. Howard
	 	 	Title:	 	Executive Vice President and Chief

Operating Officer




 

 




 






 



					
	 	 	 TELE-COMMUNICATIONS, INC.
	

 	
 	
  By:	
 	
/s/ Steven M. Brett







 
	 	 	Name:	 	Steven M. Brett
	 	 	Title:	 	Sr. Executive Vice President
	

 	
 	
 LIBERTY VENTURES GROUP LLC
	

 	
 	
  By:	
 	
/s/ Steven M. Brett







 
	 	 	Name:	 	Steven M. Brett
	 	 	Title:	 	Vice President
	

 	
 	
 LIBERTY MEDIA GROUP LLC
	

 	
 	
  By:	
 	
/s/ Gary S. Howard







 
	 	 	Name:	 	Gary S. Howard
	 	 	Title:	 	Vice President
	

 	
 	
 TCI STARZ, INC.
	

 	
 	
  By:	
 	
/s/ Stephen M. Brett







 
	 	 	Name:	 	Stephen M. Brett
	 	 	Title:	 	Vice President
	

 	
 	
 TCI CT HOLDINGS, INC.
	

 	
 	
  By:	
 	
/s/ Stephen M. Brett







 
	 	 	Name:	 	Stephen M. Brett
	 	 	Title:	 	Vice President




 

 








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EXHIBIT 10.5