SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LIBERTY MEDIA CORP /DE/

(Last)

(First)

(Middle)

12300 LIBERTY BLVD.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2004

3. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS; NWS.A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	188,000,000	I	Held through wholly-owned subsidiaries⁽¹⁾
Class A Common Stock	411,531,830	I	Held through wholly-owned subsidiaries⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Variable Forward Contract (oblig. to sell variable amount)	⁽³⁾	⁽³⁾	Class B Common	40,000,000	⁽³⁾	I	Held through wholly-owned subsidiary⁽³⁾
Variable Forward Contract (oblig. to sell variable amount)	⁽⁴⁾	⁽⁴⁾	Class B Common	40,000,000	⁽⁴⁾	I	Held through wholly-owned subsidiary⁽⁴⁾
Variable Forward Contract (oblig. to sell variable amount))	⁽⁵⁾	⁽⁵⁾	Class A Common	30,000,000	⁽⁵⁾	D
Variable Forward Contract (oblig. to sell variable amount)	⁽⁶⁾	⁽⁶⁾	Class A Common	30,000,000	⁽⁶⁾	D
Variable Forward Contract (oblig. to sell variable amount)	⁽⁷⁾	⁽⁷⁾	Class B Common	19,000,000	⁽⁷⁾	D
Put Options (obligation to buy)	⁽⁸⁾	⁽⁸⁾	Class A Common	13,831,272	$9.94	D

Explanation of Responses:

1. Liberty NC, Inc. and Liberty NC XII, Inc.

2. LMC Bay Area Sports, Inc., LMC International, Inc., Liberty NC, Inc., Liberty NC II, Inc., Liberty NC IV, Inc., Liberty NC V, Inc., Liberty NC VI, Inc., Liberty NC VII, Inc., Liberty NC VIII, Inc., Liberty NC IX, Inc., and Liberty NC XI, Inc.

3. Liberty NC, Inc., a wholly-owned subsidiary of the Reporting Person, is a party to a variable forward contract with a financial institution which requires Liberty NC to deliver a variable number of underlying securities not to exceed the amount specified above to the financial institution on June 8, 2006 in exchange for an aggregate of $598,080,000. The number of underlying securities to be delivered will be based upon the average market price of the underlying securities during an averaging period prior to the delivery date. If such average market price is less than $14.952 per share, then Liberty NC will be obligated to deliver the full amount of underlying securities to the financial institution, and if such average market price is above that price per share Liberty NC will be obligated to deliver a lesser amount of underlying securities to the financial institution based upon a predetermined formula.

4. Liberty NC, Inc., a wholly-owned subsidiary of the Reporting Person, is a party to a variable forward contract with a financial institution which requires Liberty NC to deliver a variable number of underlying securities not to exceed the amount specified above to the financial institution on January 9, 2007 in exchange for an aggregate of $598,080,000. The number of underlying securities to be delivered will be based upon the average market price of the underlying securities during an averaging period prior to the delivery date. If such average market price is less than $14.952 per share, then Liberty NC will be obligated to deliver the full amount of underlying securities to the financial institution, and if such average market price is above that price per share Liberty NC will be obligated to deliver a lesser amount of underlying securities to the financial institution based upon a predetermined formula.

5. The Reporting Person (sometimes referred to as "Liberty"), is a party to a variable forward contract with a financial institution which requires the Reporting Person to deliver a variable number of underlying securities not to exceed the amount specified above to the financial institution on July 20, 2010 in exchange for an aggregate of $469,969,500. The number of underlying securities to be delivered will be based upon the average market price of the underlying securities during an averaging period prior to the delivery date. If such average market price is less than $15.66565 per share, then the Reporting Person will be obligated to deliver the full amount of underlying securities to the financial institution, and if such average market price is above that price per share the Reporting Person will be obligated to deliver a lesser amount of underlying securities to the financial institution based upon a predetermined formula.

6. Liberty, is a party to a variable forward contract with a financial institution ("FI1") which requires Liberty to deliver a variable number of underlying securities in the aggregate not to exceed the amount specified above to FI1 in exchange for an aggregate of $446,386,500. Liberty is required to deliver a proportional amount of underlying securities on each of the 20 trading days from and including 7/5/11. The number of underlying securities to be delivered will be based upon the market price of the underlying securities during each day in such 20 trading day period. If such market price is less than $14.87955/sh on each day in the 20 trading day period, then Liberty will be obligated to deliver the full amount of underlying securities to FI1, and if such market price is above that price per share on any trading day in such 20 trading day period Liberty will be obligated to deliver a lesser amount of underlying securities to FI1 based upon a predetermined formula.

7. Liberty, is a party to a variable forward contract with a financial institution ("FI2") which requires Liberty to deliver a variable number of underlying securities in the aggregate not to exceed the amount specified above to FI2 in exchange for an aggregate of $303,620,000. Liberty is required to deliver a proportional amount of underlying securities on each of 11/5/08 - 11/18/08, 1/12/09 - 1/26/09, and 3/19/09 - 4/1/09. The number of underlying securities to be delivered will be based upon the market price of the underlying securities during each day in such periods. If such market price is less than $15.98/sh on each day in such periods, then Liberty will be obligated to deliver the full amount of underlying securities to FI2, and if such market price is above that price per share on any trading day in such periods Liberty will be obligated to deliver a lesser amount of underlying securities to FI2 based upon a predetermined formula.

8. The puts are exercisable and expire with respect to 987,948 underlying securities on each of September 13, 20, and 27, 2005, October 4, 11, 18 and 25, 2005, November 8, 15, 22 and 29, 2005 and December 6, 13 and 20, 2005.

	By: /s/ Charles Y. Tanabe	12/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.