EXHIBIT 4.7

                              BET HOLDINGS II, INC.
                         RESTATED STOCK OPTION AGREEMENT


         THIS RESTATED STOCK OPTION AGREEMENT, dated as of July 30, 1998, is
made between BET HOLDINGS II, INC. (the "Company") and Debra L. Lee (the
"Eligible Executive").

                                   WITNESSETH:

         WHEREAS, BET Holdings, Inc. has previously issued certain stock options
("Original Options") to the Eligible Executive to purchase shares of Class A
common stock of BET Holdings, Inc.; and

         WHEREAS, the Company shall be the ultimate parent corporation in
connection with the Agreement and Plan of Merger among Robert L. Johnson
("Johnson"), Liberty Media Corporation ("Liberty"), BTV Acquisition Corporation
and BET Holdings, Inc.; and

         WHEREAS, pursuant to such Agreement and Plan of Merger and this
Agreement, one-half of the outstanding Original Options held by the Eligible
Executive as of the effective date of the transactions contemplated in the
Agreement and Plan of Merger shall be cancelled and the Eligible Executive shall
become entitled to receive in respect thereof a cash payment, which cash payment
shall be determined by reference to the differential between (i) Sixty-Three
Dollars ($63.00) multiplied by the number of shares of common stock of BET
Holdings, Inc. which could otherwise have been purchased pursuant to the
exercise of such cancelled Original Options and (ii) the aggregate exercise
price attributable to all such cancelled Original Options; and

         WHEREAS, the Original Options previously issued to the Eligible
Executive by BET Holdings, Inc. which are not so cancelled shall become options
("Company Options") to acquire Common Stock ("Common Stock") in the Company, as
the ultimate parent of the corporate group which previously included BET
Holdings, Inc., pursuant to the terms and conditions of this Restated Stock
Option Agreement, it being the intention of the parties to fully vest the
remaining Original Options, to cause the Options used to restate such Original
Options to have an initial value on the date of restatement equal to the
differential between (i) Sixty-Three Dollars ($63.00) multiplied by the number
of shares of Class A common stock of BET Holdings, Inc. which could otherwise
have been purchased pursuant to the exercise of such cancelled Original Options
and (ii) the aggregate exercise price attributable to all such cancelled
Original Options, to subject any stock acquired pursuant to the exercise of such
remaining Original Options to certain terms and conditions as more fully set
forth herein and to allow the restatement of such remaining Original Options
into Options hereunder in such manner as shall satisfy the requirements of
Section 424(a) of the Internal Revenue Code of 1986, as amended.

         NOW THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties mutually covenant and agree as
follows:

         1. Ratification of Outstanding Original Options. Pursuant to the
Agreement and Plan of Merger, outstanding options to purchase One Hundred
Nineteen Thousand Five Hundred and Fifty-Four (119,554) shares of Class A common
stock of BET Holdings, Inc. held by the

<PAGE>


Eligible Executive shall be cancelled (the "Cancelled Options") and the Eligible
Executive shall become entitled to receive in respect of such Cancelled Options
a cash payment equal to the difference between (i) Sixty-Three Dollars ($63.00)
multiplied by the number of shares of Class A common stock which could have been
purchased by the Eligible Executive upon exercise of the Cancelled Options and
(ii) the aggregate exercise price of all Cancelled Options. The options to
purchase One Hundred Nineteen Thousand Five Hundred and Fifty-Four (119,554)
shares of Class A common stock which are not being cancelled (the "Remaining
Options") shall, pursuant to this Agreement and Plan of Merger, remain
outstanding following the merger. Such Remaining Options shall, by virtue of the
merger and the reorganization transactions following the merger, constitute
Company Options to purchase One Hundred Nineteen Thousand Five Hundred and
Fifty-Four (119,554) shares of Common Stock. The Company Options shall be deemed
to have been issued pursuant to the BET Holdings, Inc. 1991 Executive Stock
Option Plan, as amended and restated through July 30, 1998 in the form of the
BET Holdings II, Inc. 1998 Executive Stock Option Plan (the "Plan"), the
provisions of which are hereby incorporated by reference. The Plan is hereby
adopted and assumed by the Company and the Company hereby assumes the
obligations in respect of the Company Options. The exercise price per share, the
remaining term of each Company Option and the characteristic of each Company
Option as an Incentive Stock Option or as a Nonqualified Option are set forth
below:
<TABLE>
<CAPTION>

         Number of Company
         Shares Subject to      Exercise Price Per                       Incentive Stock Option (ISO) or
          Company Options         Company Option       Expiration Date   Nonqualified Stock Option (NQ)
         ------------------     ------------------     ---------------   -------------------------------
<S>            <C>                      <C>               <C>   <C>                      <C>
o              29,220                   $13.125           11/20/02                      29,220 ISO
o              5,334                    $12.800           04/22/04                       5,334 NQ
o              85,000                   $17.750           07/12/05                      85,000 NQ
</TABLE>

No portion of the above-referenced Company Options may be exercised prior to the
expiration of six (6) months from the date of this Restated Stock Option
Agreement, as set forth above.

         The purchase price of the shares of Common Stock to be acquired through
the exercise of any Company Option intending to be an Incentive Stock Option is
based upon the Fair Market Value of the Common Stock, as defined by the Plan, as
of the date on which the Company Option was originally granted. (The parties
agree that any Company Options previously issued which are not described above
have been cancelled and the Eligible Executive has received a cash payment equal
to the value of such cancelled Company Options.)

         2. Terms and Conditions. In addition to the characteristics of the
Company Options set forth in the above chart, it is understood and agreed that
each Company Option is subject to the following terms and conditions in addition
to any terms and conditions of the Plan that are not restated herein (any such
terms being incorporated herein by reference):

                                       2
<PAGE>

                  a.  Sales of Stock.

                  i. Restrictions on Transferability. In addition to the voting
         restrictions established pursuant to the BET Holdings II, Inc. Voting
         Trust Agreement ("Voting Trust Agreement") referred to in Paragraph
         2(f) below, the Eligible Executive understands and agrees that any
         shares of Common Stock acquired pursuant to an exercise of a Company
         Option shall be subject to the restrictions set forth in that certain
         Stockholders' Agreement Term Sheet ("Stockholders' Agreement") and that
         certain Letter Agreement dated September 11, 1997, both of which are
         attached hereto as Exhibit A, and to which the Eligible Executive
         consents and the Eligible Executive further acknowledges and agrees
         that each of Johnson and Liberty shall be entitled to take any and all
         actions determined in his or its sole discretion, including, but not
         limited to, transactions involving Johnson and Liberty. More
         specifically, the Eligible Executive acknowledges and agrees that
         voting restrictions set forth in Section 2 of such Stockholders'
         Agreement shall be applicable to the shares of Common Stock issuable
         upon exercise of a Company Option during the term of such Stockholders'
         Agreement, including, without limitation, following the date such stock
         is released from the Voting Trust Agreement. In addition, the Eligible
         Executive acknowledges and agrees to be bound by Section 3 of such
         Stockholders' Agreement entitled "Fundamental Matters." The Eligible
         Executive also acknowledges that she is not a party and has no rights
         under the Stockholders' Agreement as in effect on July 30, 1998.

                  In lieu of the specific restrictions on transfer of shares of
         Common Stock set forth in Section 4 of the above-referenced
         Stockholders' Agreement, shares of Common Stock issued to the Eligible
         Executive upon exercise of the Company Options shall have the rights
         and be subject to the restrictions set forth below:

                  A. For a period of three (3) years commencing upon the
            acquisition of any shares of Common Stock upon exercise of all or
            any portion of this Company Option, the Eligible Executive may not
            sell, transfer, assign, give, pledge, hypothecate or otherwise
            dispose of, directly or indirectly (a "Transfer"), any such shares
            of Common Stock other than in a Permitted Transfer. As a condition
            to the completion of each Permitted Transfer, the person or entity
            to whom the shares of Common Stock are Transferred shall be required
            to execute a written instrument, reasonably satisfactory to the
            Company, agreeing to become subject to the terms and conditions of
            this Agreement.

                  B. A "Permitted Transfer" shall mean any of the following
            Transfers:

                        (1) A Transfer by the Eligible Executive of shares of
                  Common Stock, without consideration, in any of the following
                  situations:

                              (a) A Transfer to, or in trust for the benefit of,
                        members of her immediate family (consisting of her
                        parents, spouse, siblings, children, and grandchildren)
                        or an entity wholly-owned by the Eligible Executive
                        and/or members of the Eligible Executive's immediate
                        family.

                                       3
<PAGE>

                              (b) A Transfer to a legal representative in the
                        event the Eligible Executive is adjudicated mentally
                        incompetent.

                        (2) A Transfer of Common Stock consented to in writing
                  by the Company.

                  The above-referenced three (3) year restriction shall apply
         separately with respect to each share of Common Stock acquired in
         connection with the exercise of any portion of the Company Options
         ratified herein.

                  ii. Right of First Refusal. In lieu of the "Right of First
         Refusal" set forth in Section 5 of the above-referenced Stockholders'
         Agreement, the Eligible Executive shall be subject to a Right of First
         Refusal as set forth below and shall not be permitted to transfer any
         shares of Common Stock (other than through a transfer which is a
         "Permitted Transfer" as defined above) except pursuant to a Third
         Party Offer, as described below, with respect to which the following
         procedures have been followed:

                  A. If an Eligible Executive has received a bona fide offer
            from an unaffiliated third party (a "Third Party Offer") to purchase
            for cash all or any portion consisting of a least ten percent (10%)
            of her shares of Common Stock, which offer the Eligible Executive
            desires to accept, the Eligible Executive shall notify each of the
            Company, Liberty and Johnson of such Third Party Offer to purchase
            such shares of Common Stock for cash and the material terms thereof.
            Such notice (the "Offer Notice") shall constitute an offer (the
            "Offer") by the Eligible Executive to the Company, Liberty and
            Johnson to purchase all, but not less than all, of the shares of
            Common Stock which the Eligible Executive desires to sell for the
            same consideration as such Third Party Offer.

                  B. If any of the Company, Liberty or Johnson desires to accept
            such Offer, such person or entity (an "Accepting Offeree") shall
            notify the Eligible Executive and each other offeree of its or his
            acceptance within thirty (30) days of the date of delivery of the
            Offer Notice. Thereafter, the Company, Johnson and Liberty shall
            make the allocations provided for in Section 2(b) and deliver a
            subsequent notice to the Eligible Exective specifying the number of
            shares to be purchased by each such Accepting Offeree. Such notice
            shall constitute the Accepting Offeree's agreement, subject to the
            receipt of any applicable governmental consent or approval, to
            purchase such shares of Common Stock for the consideration contained
            in the Offer Notice. The closing of any such purchase shall occur on
            the 30th day following the delivery of the original notice of
            acceptance.

                        (1) In payment for the shares being purchased, each
                  Accepting Offeree shall execute a promissory note with the
                  principal thereof payable in a single balloon amount payable
                  upon the earlier to occur of ten (10) years from the date of
                  such note or ten (10) days from the date of closing of any
                  initial public offering involving the Common Stock. The
                  promissory note shall bear interest at a rate equal to one
                  percent (1%) in

                                       4
<PAGE>

                  excess of the prime rate of interest in effect on the date of
                  execution of the promissory note, as published in The Wall
                  Street Journal on the Friday preceding the date of execution
                  and may be prepaid at any time without penalty. Interest shall
                  be payable on a quarterly basis. Each Accepting Offeree's
                  promissory note shall be the sole obligation of the maker
                  thereof.

                        (2) In connection with the determination of the relative
                  rights of the members or within the group constituting the
                  Company, Liberty and Johnson, the following principles shall
                  apply:

                              (a) The Company shall have the initial right to
                        accept the offer in its entirety and may assign any
                        portion of such right to any qualified retirement plan
                        then in existence on behalf of employees of the Company
                        or its affiliates. In the event that the Company does
                        not choose to accept the offer in its entirety, any
                        shares of Common Stock which are not acquired by the
                        Company shall be made available to Liberty and Johnson,
                        each of whom shall have a right to purchase one-half
                        (1/2) of the shares of Common Stock not purchased by the
                        Company. If either Liberty or Johnson does not choose to
                        purchase all of the shares of Common Stock then made
                        available to Liberty or Johnson, as the case may be, the
                        other party shall have the right to purchase any such
                        shares not so purchased by such party.

                              (b) If none of the Company, Liberty and Johnson
                        accept such Offer, the Eligible Executive shall be
                        entitled to sell such offered shares of Common Stock
                        pursuant to such Third Party Offer, provided that (i)
                        the closing of such transaction occurs within 120 days
                        of the date of delivery of the Offer Notice and (ii) the
                        terms and conditions of such sale (including price) are
                        no less favorable to the Eligible Executive than the
                        terms and conditions set forth in the Offer Notice. An
                        unaffiliated third party purchaser acquiring shares of
                        Common Stock in accordance with the foregoing procedures
                        shall acquire such shares free and clear of any
                        obligations, and shall have no rights under this
                        Agreement. Upon any sale of shares pursuant to the Right
                        of First Refusal set forth herein, the Eligible
                        Executive shall provide customary representations and
                        warranties to the Accepting Offerees as to the ownership
                        of the shares being sold and that such shares are free
                        and clear of all liens, pledges, security interests and
                        other encumbrances.

                        (3) The Right of First Refusal procedure set forth
                  herein shall expire on the date of consummation of the initial
                  public offering of the Common Stock (the "IPO").

                                       5
<PAGE>

                  iii. Registration Rights. The Eligible Executive shall have
         piggyback registration rights in connection with any initial public
         offering of the shares of Common Stock subject to any requirements
         imposed by the underwriters.

                  iv. Tag-Along Requirement. In the event of a sale to a third
         party by Johnson and Liberty of all of their ownership interests in
         shares of Common Stock prior to the date of the IPO, any shares of
         Common Stock acquired by the Eligible Executive pursuant to the
         prior exercise of the Company Options and any remaining Company
         Options shall be sold to the same third party, on comparable and
         appropriate economic terms and conditions.

                  b. Expiration Date. Except as otherwise provided in the Plan
         and this Agreement, the Company Options ratified hereby may be
         exercised by the Eligible Executive in whole or in part from time to
         time, during the period beginning on the expiration of six (6) months
         from the date of this Agreement and ending on the earlier of (i) the
         expiration date set forth in Section 1 above or (ii) three (3) months
         after the date on which the Eligible Executive ceases to be employed
         by the Company or any Subsidiary Company as such term is defined in
         the Plan (the "Option Period"). The Company Options shall expire at
         the end of the Option Period.

                  c. Exercise of Company Option. Any exercise shall be
         accompanied by a written notice to the Company specifying the number
         of shares of Common Stock as to which the Company Option is being
         exercised. Such written notice shall be substantially in the form of
         Exhibit B attached hereto. Notation of any partial exercise shall be
         made by the Compensation Committee of the Board of Directors of the
         Company (the "Committee") on Schedule I hereto.

                  d. Payment of Purchase Price Upon Exercise. At the time of any
         exercise and within the discretion of the Committee, the purchase
         price of the shares of Common Stock shall be paid by the Eligible
         Executive to the Company in cash or with shares of Common Stock
         (including shares acquired pursuant to the exercise of a Company
         Option) having a total Fair Market Value, as determined by the
         Committee, equal to the purchase price, or a combination of cash and
         shares of Common Stock having a total fair market value equal to the
         purchase price.

                  e. Nontransferability. The Company Options ratified hereby
         shall not be transferable other than by will or by the laws of descent
         and distribution. During the lifetime of the Eligible Executive, the
         Company Options shall be exercisable only by the Eligible Executive.

                  f. No Rights as Shareholder and Agreement to Enter into Voting
         Trust Agreement. The Eligible Executive shall have no rights as a
         shareholder with respect to any shares of Common Stock subject to the
         Company Options ratified hereby prior to the date of issuance to her
         of a certificate or certificates for such shares. In addition, the
         Eligible Executive agrees that any shares of Common Stock acquired
         before the earlier of (i) July 30, 2008 or (ii) the date of the IPO,
         shall be reissued in the name of the then current Voting Trustee,
         under the Voting Trust Agreement attached hereto as Exhibit C

                                       6
<PAGE>

         and that as a condition to the ratification of the Company Options
         hereunder, the Eligible Executive shall execute such Voting Trust
         Agreement.

                  g. Investment Representation. The Committee may require the
         Eligible Executive (or such other person to whom the Company Option
         may be transferred in accordance with the terms of this Agreement and
         the Plan) to deliver to the Committee at the time the Company Options
         ratified hereby or any portion of such Company Options is exercised, a
         written representation that the shares of Common Stock to be acquired
         upon such exercise are to be acquired for investment and not for
         resale or with a view to distribution thereof and/or that Eligible
         Executive or such other person will comply with such restrictions as
         may be necessary to satisfy the requirements of the federal or state
         securities law. Delivery of the representation required by this
         section shall be a condition precedent to the right of the Eligible
         Executive or such other person to purchase any shares of Common Stock
         under this Agreement.

         3. Eligible Executive Bound by Plan and Legended Stock Certificates.
The Eligible Executive hereby acknowledges receipt of a copy of the Plan and the
Stockholders' Agreement and agrees to be bound by all the terms and provisions
thereof, including the terms and provisions adopted after the ratification of
these Company Options but prior to the complete exercise thereof. In addition,
the Eligible Executive acknowledges that any shares of Common Stock issued in
connection with the exercise of a Company Option ratified herein shall be marked
with a restrictive legend which references the conditions and limitations
imposed on such shares of Common Stock by this Agreement.

         4. Notices. Any notice hereunder to the Company shall be addressed to
it at its office, 1900 W Place, N.E., Washington D.C. 20018, Attention: General
Counsel, any notice hereunder to the Eligible Executive shall be addressed to
her at ____________________, any notice hereunder to Liberty shall be addressed
to it at 8101 E. Prentice Avenue, Suite 500, Englewood, CO 80111, Attention:
President, and any notice hereunder to Johnson shall be addressed to him at his
office, 1900 W Place, N.E., Washington, D.C. 20018, subject to the right of any
such person or entity to designate at any time hereafter in writing some other
address.

         5. Counterparts. The Agreement has been executed in two counterparts
each of which shall constitute one and the same instrument.

         6. Headings. Any headings preceding the text of the sections of this
Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its meaning, construction or
effect.

         7. Interpretations. Any dispute or disagreement which may arise under
or as a result of or pursuant to this Agreement shall be determined by the
Committee in its sole discretion, and any interpretation by the Committee of the
terms of this Agreement shall be final, binding and conclusive. All rights under
this Agreement shall be governed and construed in accordance with the laws of
the state of Delaware.

                                       7
<PAGE>

         IN WITNESS WHEREOF, BET Holdings II, Inc. has caused this Agreement to
be executed by an appropriate officer and the Eligible Executive has executed
this Agreement, both as of the day and year first above written.

                                    BET HOLDINGS II, INC.


                                         By: /s/ Byron Marchant
                                            ------------------------------------
                                            Title:  Senior Vice President and
                                                    Chief Administrative Officer


                                             /s/ Debra L. Lee
                                            ------------------------------------
                                                     Eligible Executive


                                       8
<PAGE>

                 SCHEDULE I -- NOTATIONS AS TO PARTIAL EXERCISE
                 ----------------------------------------------



                                                 Balance of Shares
                                                 -----------------
<TABLE>
<CAPTION>

                     Number of
     Date of         Purchased       Incentive     Non-Qualified                     Authorized       Notation
    Exercise           Shares       Stock Option       Option          Total         Signature          Date
    --------           ------       ------------       ------          -----         ---------          ----
    <S>                <C>          <C>                <C>             <C>           <C>                <C>




</TABLE>

<PAGE>


                                    Exhibit B
                                    ---------


BET HOLDINGS II, INC.
1900 W Place, N.E.
Washington, D.C.  20018
Attention:
            ------------------------

                       Notice of Exercise of Stock Option
                          and Record of Stock Transfer

         I hereby exercise the identified portion of the Option ratified by BET
Holdings II, Inc. (the "Company") in a Restated Stock Option Agreement dated
July 30, 1998, subject to all the terms and provisions thereof and of the BET
Holdings II, Inc. 1998 Executive Stock Option Plan referred to therein, and
notify you of my desire to purchase _____ shares of Common Stock of the Company
("Common Stock") which were offered to me pursuant to said Restated Stock Option
Agreement, as follows:

  Number of                      Option Price             Incentive Stock Option
    Shares                        Per Share                   or Nonqualified





[Enclosed is my [certified] check in the sum of _____ in full payment for such
shares.] [Enclosed are certificates of Common Stock having a fair market value,
as determined by the Compensation Committee of the Board of Directors of BET
Holdings II, Inc., equal to the purchase price of such shares.]

         I hereby represent that the _____ shares of Common Stock to be
delivered to me pursuant to the above-mentioned exercise of the Restated Stock
Option on __________ are being acquired by me as an investment and not with a
view to, or for sale in connection with, the distribution of any thereof and
that such shares shall bear an appropriate legend reflecting the conditions and
limitations set forth in the Restated Stock Option Agreement. I further
understand that such


<PAGE>

shares shall be subject to a Voting Trust Agreement and I agree to execute such
documents as may be necessary to effectuate such result.

DATED:                         , 19     .
        -----------------------    -----




                                                      --------------------------
                                                         Employee's Signature



         Receipt is hereby acknowledged of the delivery to me by BET Holdings
II, Inc. on __________ of stock certificates for __________ shares of Common
Stock of BET Holdings II, Inc. purchased by me pursuant to the terms and
conditions of the BET Holdings II, Inc. 1998 Executive Stock Option Plan
referred to above (the "Plan"), which shares were transferred to me on the
Company's stock record books on __________. [I hereby direct that such stock
certificates be reissued in the name of Robert L. Johnson, as Voting Trustee of
the Voting Trust established in accordance with the Plan in accordance with the
terms of my Restated Stock Option Agreement.]


                                                      --------------------------
                                                              Employee




                                       2