425

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

FORM 8-K

______________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

March 21, 2005
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)

______________

NEWS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

______________

Delaware	000-32352	26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE}

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

                On March 21, 2005, News Corporation announced that it successfully completed its previously announced exchange offer for Fox Entertainment Group, Inc.‘s (“Fox”) Class A common stock that News Corporation did not already own.

                The exchange agent for the offer has advised News Corporation that a total of 414,889,385 shares of Fox Class A common stock have been tendered in the exchange offer (including shares subject to guarantees of delivery), which expired at 12:00 Midnight, New York City time, on March 18, 2005, and that all such shares have been accepted for exchange. After giving effect to the acquisition of shares tendered (including shares subject to guarantees of delivery), and taking into account shares already owned by News Corporation or its subsidiaries, News Corporation indirectly owns approximately 98.8% of the outstanding equity of Fox.

                News Corporation expects to complete a short-form merger of Fox Acquisition Corp, a wholly owned subsidiary of News Corporation, with Fox shortly. In this merger, each remaining share of Fox Class A common stock, other than those owned by News Corporation or its subsidiaries, will be converted into 2.04 shares of News Corporation Class A common stock, subject to the rights of Fox’s remaining stockholders to seek appraisal under Delaware law.

                A copy of the press release announcing the completion of the exchange offer is attached hereto as exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit
Number Description

99.1 Press release of News Corporation dated March 21, 2005

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEWS CORPORATION
(REGISTRANT)

By:  /s/ Lawrence A. Jacobs

Name:	Lawrence A. Jacobs
Title:	Senior Executive Vice President and Group General Counsel

Dated: March 21, 2005

EXHIBIT INDEX

Exhibit
Number Description

99.1 Press release of News Corporation dated March 21, 2005

EX-99

Exhibit 99.1

News Corporation

N E W S   R E L E A S E

Contact: Media: Andrew Butcher 212-852-7070
Investors: Reed Nolte 212 852 7092

News Corporation Successfully Completes Exchange Offer for Fox

NEW YORK, NY, March 21, 2005 – News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) announced today that it has successfully completed its previously announced exchange offer for Fox Entertainment Group, Inc.‘s Class A common stock (NYSE: FOX) that News Corporation did not already own.

The exchange agent for the offer has advised News Corporation that a total of 414,889,385 shares of Fox Class A common stock have been tendered in the exchange offer (including 5,252,826 shares subject to guarantees of delivery), which expired at 12:00 Midnight, New York City time, on March 18, 2005, and that all such shares have been accepted for exchange. After giving effect to the acquisition of shares tendered (including shares subject to guarantees of delivery), and taking into account shares already owned by News Corporation or its subsidiaries, News Corporation indirectly owns approximately 98.8% of the outstanding equity of Fox.

News Corporation expects to complete a short-form merger of Fox Acquisition Corp, a wholly owned subsidiary of News Corporation, with Fox shortly. In this merger, each remaining share of Fox Class A common stock, other than those owned by News Corporation or its subsidiaries, will be converted into 2.04 shares of News Corporation Class A common stock, subject to the rights of Fox’s remaining stockholders to seek appraisal under Delaware law.

* * * * * * * *

WHERE TO FIND ADDITIONAL INFORMATION

In connection with the offer by Fox Acquisition Corp (a wholly owned subsidiary of News Corporation) of shares of News Corporation Class A common stock in exchange for shares of Fox Class A common stock (the “Exchange Offer”), News Corporation has filed with the SEC a Registration Statement on Form S-4 containing a prospectus relating to the Exchange Offer and a Schedule TO. FOX STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THESE DOCUMENTS (AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NEWS CORPORATION, FOX, FOX ACQUISITION CORP AND THE EXCHANGE OFFER. Materials filed with the SEC will be available electronically without charge at the SEC’s website, www.sec.gov. Documents filed with the SEC may be obtained without charge at News Corporation’s website, www.newscorp.com, or by directing a request to News Corporation’s investor relations department at News Corporation, Investor Relations, 1211 Avenue of the Americas, New York, NY 10036.

1211 AVENUE OF THE AMERICAS • NEW YORK, NEW YORK 10036 • newscorp.com

News Corporation
N E W S   R E L E A S E

In addition, Fox stockholders may obtain free copies of the documents filed with the SEC by directing a written or oral request to the information agent for the Exchange Offer, Georgeson Shareholder Communications, Inc., collect at (212) 440-9800 or toll-free at (866) 873-6991.

News Corporation had total assets as of December 31, 2004 of approximately US$53 billion and total annual revenues of approximately US$22 billion. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of an appropriate prospectus.

FORWARD-LOOKING STATEMENTS

This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the company and its business, operations, financial condition and the industry in which it operates and the factors described in the company’s filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The company disclaims any obligation to update the forward-looking statements contained herein.

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1211 AVENUE OF THE AMERICAS • NEW YORK, NEW YORK 10036 • newscorp.com