SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G

(Rule 13d-102)

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

CUSIP No.  53226T 10 3

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Liberty Media Corporation

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,060,836 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
4,060,836 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,060,836 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
8.56%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Lightspan, Inc.

(b)

Address of Issuer's Principal Executive Offices
10140 Campus Point Drive
San Diego, California 92121-1520

Item 2.

(a)

Name of Person Filing
Liberty Media Corporation

(b)

Address of Principal Business Office or, if none, Residence
12300 Liberty Boulevard
Englewood, Colorado 80112

(c)

Citizenship
Delaware

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
53226T 10 3

Item 3.

If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[  ]

An investment adviser in accordance with 13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with 13d-1(b)(1)(ii)(F);

(g)

[  ]

A parent holding company or control person in accordance with 13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

Group, in accordance with 13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:
4,060,836 shares.  The shares reported include 1,534 shares issuable upon the exercise of warrants.  3,528,657 shares are held of record by Liberty Lightspan Holdings, Inc. and 532,179 shares, including 1,534 shares issuable upon exercise of warrants, are held of record by Liberty Academic Systems Holdings, Inc.  Liberty Lightspan Holdings, Inc. and Liberty Academic Systems Holdings, Inc. are wholly owned subsidiaries of Liberty Media Corporation.

(b)

Percent of class:
8.56%  (Based on 47,416,889 shares outstanding as reported on the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2002).

INSTRUCTION.  For computations regarding securities which represent a right to acquire an underlying security SEE Rule 13d-3(d)(1).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    4,060,836

(ii)

Shared power to vote or to direct the vote   

(iii)

Sole power to dispose or to direct the disposition of    4,060,836

(iv)

Shared power to dispose or to direct the disposition of   

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following.    [  ]

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Dated:    February 14, 2003

LIBERTY MEDIA CORPORATION

By

/s/ Charles Y. Tanabe

Name:

Charles Y. Tanabe

Title:

Senior Vice President