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                                                                   EXHIBIT 10.15

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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         This Second Amendment to Employment Agreement (this "Second
Amendment"), effective as of January 1, 2003, is between Liberty Media
Corporation, a Delaware corporation (the "Company"), and John C. Malone
("Executive").

                                    RECITALS
                                    --------

         Tele-Communications, Inc. ("TCI") and Executive executed an Employment
Agreement ("Original Agreement") dated as of November 1, 1992. As of March 9,
1999, (i) the Company assumed the Original Agreement and (ii) the Company and
the Executive executed an amendment (the Original Agreement, as amended is
referred to as, the "Employment Agreement"). A copy of the Employment Agreement
is attached as Exhibit A to this Second Amendment

         The Company and Executive desire to amend the Employment Agreement as
follows:
                                    AGREEMENT
                                    ---------

         In consideration of the mutual covenants set forth in this Second
Amendment and the Employment Agreement and Amendment, the parties, intending to
be legally bound, agree as follows:

         1.   Definitions. As used in this Second Amendment, all terms with
initial capital letters that are not defined in this Second Amendment will have
the meaning ascribed to them in the Employment Agreement.


         2.   Executive Benefit Plans; Use of Company Aircraft; Professional
Services. Sections 7 (b) and (c) of the Employment Agreement are hereby deleted
in their entirety and replaced with the following:


              (b) While he is employed by the Company pursuant to this
         Agreement, Executive will be permitted by the Company to make use of
         the Company's aircraft and flight crew from time to time for personal
         trips (each an "Executive Flight"), subject to the conditions hereafter
         set forth and the limits set forth in Section 7(c) below. The Company
         will bear the expense of each Executive Flight permitted hereby and the
         Value of each Executive Flight shall be treated as additional
         compensation to Executive. For purposes of the foregoing, the Value of
         each Executive Flight shall be determined in accordance with Treasury
         Regulation Section 1.61-21(g) (or any successor regulation promulgated
         under the Internal Revenue Code of 1986, as amended) as from time to
         time in effect. Executive will give the Company reasonable notice of
         any desired Executive Flight, stating the proposed schedule, the points
         of origination and destination of



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         the flight and, if so required by the Company, such information about
         the general purpose of the Executive Flight as shall be sufficient for
         the Company to determine that such flight does not violate any
         requirement of applicable law. The Company will promptly thereafter
         inform Executive of the availability of the aircraft and its flight
         crew. The Company shall have no obligation to provide the aircraft and
         flight crew for any Executive Flight at any time when (i) a requested
         Executive Flight would conflict with any actual or planned use of the
         aircraft by the Company, (ii) the aircraft is undergoing any scheduled
         maintenance or repairs or is otherwise not in a condition to be
         operated, or (iii) a qualified flight crew is unavailable to operate
         the aircraft for a requested Executive Flight. In addition, the Company
         will have no obligation hereunder to make the aircraft and its flight
         crew available for any use or purpose, and Executive agrees not to use
         the same for any use or purpose, which, in the opinion of the Company,
         is in violation of or not permitted by applicable law as applied to
         either the Company or Executive, or is not permitted under or
         stipulated in the insurance policies maintained by the Company. The
         proposed schedule and points of origination and destination of each
         Executive Flight will be subject to the approval of the captain of the
         flight crew, who shall at all times be in charge and control of the
         aircraft, and in no event shall the aircraft be operated beyond the
         geographical limits prescribed in the insurance policies maintained by
         the Company.

              (c) The Company will pay, or will reimburse Executive for, all
         fees and other costs incurred by Executive in obtaining professional
         advice or for any other purpose ("Qualified Expenses") provided that
         the Value of all Executive Flights and the amount of Qualified Expenses
         paid or reimbursed by the Company will not exceed, in the aggregate,
         $500,000 per year.

         3.   Notices. The address for notices to Executive set forth in
Section 14 of the Employment Agreement is amended to read as follows:

                             Mr. John C. Malone
                             30885 County Road 17
                             Elizabeth, Colorado  80107

         4.   Miscellaneous. Except as provided herein, the Employment Agreement
shall continue in full force and effect.



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         This Second Amendment was approved by the Company's Board of Directors
on May 13, 2003, but will be effective as of the date first written above.


                                    LIBERTY MEDIA CORPORATION



                                    By:
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                                        Charles Y. Tanabe, Senior Vice President





                                    --------------------------------------------
                                                  John C. Malone