SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CAREY CHASE (Last) (First) (Middle) C/O NEWS CORPORATION INCORPORATED 1211 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10026 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEWS CORP [ NWS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/12/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
TNCL Preferred Limited Voting Ordinary Shares	08/23/2004		M		80,000	A	$4.79(2)	0	D
TNCL Preferred Limited Voting Ordinary Shares	08/23/2004		S		80,000	D(1)	$7.66	0	D
TNCL Preferred Limited Voting Ordinary Shares	08/24/2004		M		160,000	A	$4.79(3)	0	D
TNCL Preferred Limited Voting Ordinary Shares	08/24/2004		S		160,000	D(1)	$7.58	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/01/2004		M		218,000	A	$10.46(4)	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/01/2004		S		218,000	D(1)	$7.87	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/01/2004		M		22,000	A	$9.35(5)	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/01/2004		S		22,000	D(1)	$7.87	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/04/2004		M		142,000	A	$10.46(6)	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/04/2004		S		142,000	D(1)	$7.96	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$4.79(2)	08/23/2004		M			80,000(7)	(8)	08/19/2007	Preferred Shares	80,000(7)	$0	0	D
Stock Option (right to buy)	$4.79(3)	08/24/2004		M			160,000(7)	(8)	08/19/2007	Preferred Shares	160,000(7)	$0	0	D
Stock Option (right to buy)	$10.46(4)	10/01/2004		M			218,000(7)	(8)	09/06/2009	Preferred Shares	218,000(7)	$0	0	D
Stock Option (right to buy)	$9.35(5)	10/01/2004		M			22,000(7)	(8)	09/07/2008	Preferred Shares	22,000(7)	$0	0	D
Stock Option (right to buy)	$10.46(6)	10/04/2004		M			142,000(7)	(8)	09/06/2009	Preferred Shares	142,000(7)	$0	0	D
Stock Option (right to buy)	$9.35(9)	10/04/2004		M			98,000(7)	(8)	09/06/2008	Preferred Shares	98,000(7)	$0	0	D

Explanation of Responses:

1. ADSs representing the shares were sold. Each ADS represented 4 underlying shares of The News Corporation Limited ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares").

2. Reported in Australian dollars. The exercise price was US$3.46.

3. Reported in Australian dollars. The exercise price was US$3.38.

4. Reported in Australian dollars. The exercise price was US$7.60.

5. Reported in Australian dollars. The exercise price was US$6.79.

6. Reported in Australian dollars. The exercise price was US$7.56.

7. Share numbers reported are actual numbers of TNCL Preferred Shares received. On 11/12/2004, the effective date of the reorganization of TNCL to the United States (the "Reorganization"), each outstanding option over TNCL Preferred Shares was cancelled and an option over Class A Common Stock for half the number of underlying TNCL Preferred Shares was issued in exchange therefore.

8. The options provide for vesting as to 25% on each anniversary date after the date of the original grant date.

9. Reported in Australian dollars. The exercise price was US$6.76.

Remarks:

This is part 2 of a three part Form 4

	/s/ Laura O'Leary, Attorney-in-Fact for Chase Carey	11/12/2004
	** 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 4 (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.
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