UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Common Stock”), of Provide Commerce, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 5005 Wateridge Vista Drive, San Diego, California 92121.

Item 2.

Identity and Background

This statement (the “Statement”) is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Liberty Media Corporation, a Delaware corporation (the “Reporting Person”). The address of the principal business and the principal office of the Reporting Person is 12300 Liberty Boulevard, Englewood, Colorado 80112. The Reporting Person is a holding company owning interests in a broad range of electronic retailing, media, communications and entertainment businesses.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of the Reporting Person is set forth on Annex A.

To the knowledge of the Reporting Person, all persons listed on this Annex A (the “Annex A Persons”) are United States citizens, except for David J.A. Flowers, who is a Canadian citizen.  During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Annex A Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

On December 4, 2005, the Issuer, the Reporting Person, and Barefoot Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into the Issuer (the “Merger”) with the Issuer being the surviving entity in the Merger (the “Surviving Entity”).

Upon consummation of the Merger, each outstanding share of Common Stock (other than shares held by the Issuer and shares held by the Reporting Company) will be converted into the right to receive $33.75 in cash.  The Reporting Person expects to fund the consideration payable pursuant to the Merger Agreement from the Reporting Person’s working capital or borrowings from third parties.

As an inducement for, and in consideration of, the Reporting Person to enter into the Merger Agreement, Jovian Holdings, LLC (formerly known as JPS International, LLC), a Delaware limited liability company (the “Stockholder”) entered into a Voting Agreement, dated as of December 4, 2005 (the “Voting Agreement”), with the Reporting Person.  Pursuant to the Voting Agreement, the Stockholder has agreed that at any meeting of the stockholders of the Issuer called to vote upon the Merger and the Merger Agreement, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder will vote (or cause to be voted) its beneficially held Shares (the “Subject Shares”):

•       in favor of approval and adoption by the Issuer of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (the Merger together with such transactions, collectively, the “Transactions”);

•       against any action or agreement made in opposition to, or in competition with, the Merger Agreement, the Merger or the Transactions; and

•       except for the Transactions, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company.

Under the Voting Agreement, the Stockholder also granted the Reporting Person, Merger Sub and each of their designees, and each of them individually, an irrevocable proxy coupled with an interest to vote the Subject Shares in accordance with the Voting Agreement. The Reporting Person has not expended any funds in connection with the execution of the Voting Agreement, other than incidental legal fees and expenses in connection therewith. The Stockholder cannot sell, transfer or otherwise dispose of the Subject Shares unless the transferee is a charitable foundation controlled by or under common control with the Stockholder and becomes a party to such Voting Agreement. In addition, the Stockholder is precluded from exercising any appraisal rights that it may have in connection with the Merger.

The Voting Agreement terminates upon the earlier to occur of: (i) the effective time of the Merger (the “Effective Time”) and (ii) 5:00 p.m. (New York time) on the 180th day following the date the Merger Agreement is terminated in accordance with its terms.

The foregoing descriptions of the Merger Agreement and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements. Copies of the Merger Agreement and the Voting Agreement, listed as Exhibit 1 and 2, respectively, hereto, are incorporated by references to Exhibit 2.1 and Exhibit 10.1, respectively, to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2005.

Item 4.

Purpose of Transaction

As described in Item 3 above, this statement is being filed in connection with the entry into the Voting Agreement by the Reporting Person and the Stockholder in connection with the Merger and related Merger Agreement.

Upon the consummation and the effective time of the Merger, (i) the Issuer will become a wholly owned subsidiary of the Reporting Person and (ii) each outstanding share of Common Stock (other than shares held by the Issuer and shares held by the Reporting Person) will be converted into the right to receive $33.75 in cash, subject to adjustment in the event of any stock split, stock combination, stock dividend, reclassification or other similar action with respect to the Common Stock taken prior to the Effective Time. In addition, immediately following the Effective Time, all outstanding options and warrants (whether vested or unvested) to purchase shares of Common Stock will be terminated and cancelled in consideration for a cash payment equal to the product of (1) the excess of $33.75 over the applicable option or warrant exercise price, if any, by (2) the number of shares subject to such option or warrant. Each outstanding share of the Issuer’s restricted stock will be treated in the same manner as provided for unrestricted shares of Common Stock.

Following the Merger, the Common Stock will no longer be traded on the Nasdaq and registration of the Common Stock under the Exchange Act will be terminated.

Except as set forth in this Statement and in connection with the Merger described above, the Reporting Person has no plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a) and (b). Other than those shares of Common Stock that may be deemed to be beneficially owned pursuant to the Voting Agreement, the Reporting Person holds (with sole right to vote and to dispose of) 500,000 shares of Common Stock, representing 4.14% of the outstanding Shares, which is based on 12,086,916 shares of Common Stock outstanding as of December 2, 2005, which share number was provided to the Reporting Person by the Issuer.

As a result of the Voting Agreement, the Reporting Person may be deemed to have the power to vote up to an additional 3,508,151 shares of Common Stock in favor of approval of the Merger and the Merger Agreement, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 4,008,151 shares of Common Stock. All shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person constitute approximately 33.16% of the issued and outstanding shares of Common Stock as of December 2, 2005, (as provided to the Reporting Person by the Issuer).

Except for the proxy granted to the Reporting Person to vote the Subject Shares in limited circumstances contemplated by the Voting Agreement, the Reporting Person is not entitled to any rights as a stockholder of the Issuer under the Voting Agreement with respect to the Subject Shares. The Reporting Person disclaims all beneficial ownership of the Subject Shares.

Except as set forth in this Statement, none of the Reporting Person and, to the knowledge of the Reporting Person, the Annex A Persons beneficially owns any shares of Common Stock.

(c) Except as described in this Statement, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Annex A Persons has executed any transaction in the Common Stock during the past sixty (60) days.

(d) To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Inapplicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the agreements described above, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1

Agreement and Plan of Merger, dated as of December 4, 2005, by and among Liberty Media Corporation, Barefoot Acquisition, Inc. and Provide Commerce, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on 8-K of Provide Commerce, Inc. filed with the Securities and Exchange Commission on December 5, 2005)

Exhibit 2

Voting Agreement, dated as of December 4, 2005, by and between Liberty Media Corporation and Jovian Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K of Provide Commerce, Inc. filed with the Securities and Exchange Commission on December 5, 2005)

LIBERTY MEDIA CORPORATION

By:

/s/ Charles Y. Tanabe

Charles Y. Tanabe

Senior Vice President and General Counsel

Name and Business Address
(if applicable)

Principal Occupation and Principal Business (if applicable)

John C. Malone

Chief Executive Officer and Chairman of the Board and Director of Liberty

Robert R. Bennett

President and Director of Liberty

Donne F. Fisher
9781 Meridian Blvd., #200
Englewood, Colorado 80112

Director of Liberty; President of Fisher Capital Partners, Ltd.

Paul A. Gould
711 5th Avenue, 8th Floor
New York, New York 10022

Director of Liberty; Managing Director of Allen & Company Incorporated

Gregory B. Maffei

Director of Liberty

David E. Rapley

Director of Liberty

M. LaVoy Robison
1727 Tremont Place
Denver, Colorado 80202

Director of Liberty; Executive Director and a Board Member of the Anschutz Foundation

Larry E. Romrell

Director of Liberty

David J.A. Flowers

Senior Vice President and Treasurer of Liberty

Albert E. Rosenthaler

Senior Vice President of Liberty

Christopher W. Shean

Senior Vice President and Controller of Liberty

Charles Y. Tanabe

Senior Vice President, General Counsel and Secretary of Liberty