AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

AMENDMENT NO. 5

BET HOLDINGS, INC.
(Name of Issuer)

BET HOLDINGS, INC.
BTV ACQUISITION CORPORATION
ROBERT L. JOHNSON
TELE-COMMUNICATIONS, INC.
LIBERTY MEDIA CORPORATION
(Name of Person(s) Filing Statement)

Class A Common Stock, $.02 Par Value per Share
(Title of Class of Securities)

086585-10-6
(CUSIP Number)

Stephen M. Brett, Esq. Frederick H. McGrath, Esq. Howard V. Sinclair, Esq. Stephen W. Hamilton, Esq. Byron F. Marchant, Esq.
Senior Vice President Baker & Botts, L.L.P. Arent, Fox, Kintner, Skadden, Arps, Slate, BET Holdings, Inc.
and General Counsel 599 Lexington Avenue Plotkin & Kahn Meagher & Flom LLP One BET Plaza
Tele-Communications, Inc. New York, NY 10022 1050 Connecticut Avenue, 1440 New York Avenue, N.W. 1900 W Place, N.E.
5619 DTC Parkway (212) 705-5000 N.W. Washington, D.C. 20005 Washington, D.C. 20018
Englewood, CO 80111 Washington, D.C. 20036 (202) 371-7000 (202) 608-2000
(303) 267-5500 (202) 857-6000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

b. [_] The filing of a registration statement under the Securities Act
of 1933.

c. [_] A tender offer.

d. [_] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]

BET Holdings, Inc., a Delaware corporation (the "Company"), Robert L.
Johnson, Tele-Communications Inc., a Delaware corporation ("TCI"), Liberty Media
Corporation ("Liberty"), and BTV Acquisition Corporation, a Delaware corporation
incorporated for the purposes of this transaction ("BTV Acquisition"), hereby
amend and supplement their Rule 13e-3 Transaction Statement on Schedule 13E-3
filed with the Securities and Exchange Commission on May 1, 1998, as amended
(the "Schedule 13E-3"), with respect to an offer by BTV Acquisition to acquire
all of the issued and outstanding shares of Class A Common Stock, par value $.02
per share, of the Company which are not already owned by BTV Acquisition, Mr.
Johnson, Liberty or their respective subsidiaries. This amendment constitutes
Amendment No. 5 to the Schedule 13E-3.

Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Schedule 13E-3.

Item 5. Plans or Proposals of the Issuer or Affiliate.
---------------------------------------------

(a) Following the merger of BTV Acquisition with and into the Company,
the Buying Group currently intends to cause the Surviving Corporation to effect
certain additional reorganization transactions involving the Surviving
Corporation and its subsidiaries in order to minimize certain costs. As of the
date hereof, the Buying Group has not determined the precise structure of the
reorganization transactions which will be effected; however, such transactions
may include (without limitation) the merger of the Surviving Corporation with a
direct or indirect subsidiary of the Surviving Corporation and/or the
organization of a new holding company for the business. The Filing Persons do
not believe that such reorganization transactions will affect the Merger or the
former stockholders of the Company because such reorganization transactions will
occur subsequent to the Merger.

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SIGNATURE

After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: July 22, 1998

BET HOLDINGS, INC.

By: /s/ Debra L. Lee
----------------------------------
Debra L. Lee
President

BTV ACQUISITION CORPORATION

By: /s/ Robert L. Johnson
----------------------------------
Robert L. Johnson
President

/s/ Robert L. Johnson
----------------------------------
Robert L. Johnson

TELE-COMMUNICATIONS, INC.

By: /s/ Robert R. Bennett
----------------------------------
Robert R. Bennett
Executive Vice President

LIBERTY MEDIA CORPORATION

By: /s/ Robert R. Bennett
-----------------------------------
Robert R. Bennett
President and Chief Executive Officer

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EXHIBIT INDEX

EXHIBIT DESCRIPTION

Exhibit 99.17(a)(1) Letter from The Bank of New York Company, Inc.
and BNY Capital Markets, Inc. to BTV Acquisition
Corporation and Liberty Media Corporation, dated
March 13, 1998*

Exhibit 99.17(a)(2) Financing Commitment Letter, dated as of May 15,
1998, as amended*

Exhibit 99.17(b)(1) Presentation by Goldman, Sachs & Co., to the
Special Independent Committee, dated March 15,
1998*

Exhibit 99.17(b)(2) Opinion of Goldman, Sachs & Co., dated
March 15, 1998 (set forth as Exhibit B to the
Proxy Statement)**

Exhibit 99.17(b)(3) Presentation of Salomon Brothers Inc, dated
September 10, 1997*

Exhibit 99.17(c)(1) Joint Filing Agreement between Robert L. Johnson
and Tele-Communications, Inc. dated September
12, 1997*

Exhibit 99.17(c)(2) Letter Agreement between Robert L. Johnson and
Liberty Media Corporation, dated as of
September 11, 1997*

Exhibit 99.17(c)(3) Letter Agreement, dated March 15, 1998, between
Robert L. Johnson and Liberty Media Corporation*

Exhibit 99.17(c)(4) Agreement and Plan of Merger among BET
Holdings, Inc., BTV Acquisition Corporation,
Robert L. Johnson and Liberty Media Corporation,
dated March 15, 1998 (set forth as Exhibit A to
the Proxy Statement)**

Exhibit 99.17(d)(1) Proxy Statement*

Exhibit 99.17(e)(1) Section 262 of the Delaware General Corporation
Law (set forth as Exhibit C to the Proxy
Statement)**

* Previously filed
** Incorporated by reference to the Proxy Statement

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