SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 13)*

NEWS CORPORATION

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

65248E203

                                (CUSIP Number)                                

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons             Cruden Financial Services, LLC
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3	SEC Use Only
4	Citizenship or Place of Organization             Delaware

Number of Shares Beneficially Owned by Each Reporting Person with   5    Sole Voting Power                 -0-   6    Shared Voting Power                 297,280,548   7    Sole Dispositive Power                 -0-   8    Shared Dispositive Power                 297,280,548

9	Aggregate Amount Beneficially Owned by Each Reporting Person             297,280,548 (all of which are owned directly by Harris Trust)
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares             Not Applicable
11	Percent of Class Represented by Amount in Row 9             28.5% - See Item 4
12	Type of Reporting Person             CO

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1	Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons             CFS 2, LLC
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3	SEC Use Only
4	Citizenship or Place of Organization             Delaware

Number of Shares Beneficially Owned by Each Reporting Person with   5    Sole Voting Power                 -0-   6    Shared Voting Power                 297,280,548   7    Sole Dispositive Power                 -0-   8    Shared Dispositive Power                 297,280,548

9	Aggregate Amount Beneficially Owned by Each Reporting Person             297,280,548 (all of which are owned directly by Harris Trust)
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares             Not Applicable
11	Percent of Class Represented by Amount in Row 9             28.5% - See Item 4
12	Type of Reporting Person             CO

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1	Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons             AE Harris Trust
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3	SEC Use Only
4	Citizenship or Place of Organization             Nevada

Number of Shares Beneficially Owned by Each Reporting Person with   5    Sole Voting Power                 -0-   6    Shared Voting Power                 297,280,548   7    Sole Dispositive Power                 -0-   8    Shared Dispositive Power                 297,280,548

9	Aggregate Amount Beneficially Owned by Each Reporting Person             297,280,548
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares             Not Applicable
11	Percent of Class Represented by Amount in Row 9             28.5% - See Item 4
12	Type of Reporting Person             OO

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1	Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons             K. Rupert Murdoch
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3	SEC Use Only
4	Citizenship or Place of Organization             United States of America

Number of Shares Beneficially Owned by Each Reporting Person with   5    Sole Voting Power                 10,662,589   6    Shared Voting Power                 297,280,548   7    Sole Dispositive Power                 10,662,589   8    Shared Dispositive Power                 297,280,548

9	Aggregate Amount Beneficially Owned by Each Reporting Person             307,943,137
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares             Not Applicable
11	Percent of Class Represented by Amount in Row 9             29.5% - See Item 4
12	Type of Reporting Person             IN

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This statement relates to the beneficial ownership of securities of News Corporation (the “Company” or “Issuer”) by AE Harris Trust (the “Harris Trust”), the trustees of the Harris Trust (Cruden Financial Services LLC (“Cruden Financial Services”) and CFS 2 LLC (“CFS 2”)) and by K. Rupert Murdoch, and further amends the previously filed statements on Schedule 13G.

This statement is filed in connection with a transaction pursuant to which The News Corporation Limited, an Australian corporation (“TNCL”), a previous reporting person hereunder, became an indirect wholly-owned subsidiary of News Corporation, a Delaware corporation (the “Reorganization”). The Reorganization was effectuated through a share exchange in which TNCL shareholders received News Corporation shares in exchange for the cancellation of their TNCL shares. Immediately prior to the Reorganization, News Corporation had no assets or liabilities other than nominal assets or liabilities. On November 12, 2004, TNCL changed its name to News Holdings Limited.

In connection with the Reorganization, News Corporation, Safeguard Nominees Pty Limited, an Australian corporation (“Safeguard”), Secure Nominees Pty Limited, an Australian corporation (“Secure”) (Secure and Safeguard, the trustees of the Harris Trust prior to the Reorganization and, together with any successor entity to either of them, the “Harris Trust Trustees”) and Mr. K. Rupert Murdoch (“Mr. Murdoch”) entered into an agreement dated October 7, 2004 relating to certain restrictions on acquisitions of Shares by the Harris Trust Trustees and Mr. Murdoch (collectively, the “Murdoch Interests”) (such agreement, the “Murdoch Interests Agreement”). The Murdoch Interests Agreement became effective upon the implementation of the Reorganization (the “Effective Date”). The Murdoch Interests Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the Murdoch Interests Agreement, except for a Permitted Transfer (as defined below), the Murdoch Interests may not, directly or indirectly, acquire legal or beneficial ownership of additional Shares if such acquisition would result in the percentage of Shares legally or beneficially owned by the Murdoch Interests at the date of acquisition being more than three percentage points higher than the percentage of outstanding Shares legally or beneficially owned by the Murdoch Interests six months prior to the date of such acquisition; provided, however, that at any time commencing six months after the Effective Date, the foregoing shall not prevent the acquisition of legal or beneficial ownership of additional Shares so long as the acquisition would not result in the percentage acquired being more than six percentage points higher than the percentage of outstanding Shares legally or beneficially owned by the Murdoch Interests twelve months prior to the date of such acquisition. Notwithstanding the foregoing, there is no prohibition on any acquisitions which result in the Murdoch Interests legally or beneficially owning 29.47% or less of the outstanding Shares. No increase in the percentage of Shares is deemed to have occurred as a result of any acquisition of Shares by News Corporation or by any entity controlled directly or indirectly by News Corporation (a “Subsidiary”).

Sales or acquisitions of Shares by the Murdoch Interests pursuant to (i) a pro-rata rights issue, stock dividend or distribution or stock split, recapitalization, reclassification or similar transaction, (ii) an underwriting agreement with an underwriter or sub-underwriter, (iii) any dividend reinvestment or similar plan, (iv) shares or equity interests issued pursuant to stock options or other incentive compensation issued to any of the Murdoch Interests in connection with such person’s employment by News Corporation, (v) any acquisition or business combination, provided that the terms of such issuance to or acquisition by the Murdoch Interests are substantially identical to the terms available to other holders, or (vi) a Permitted Transfer are not included for purposes of determining compliance with the preceding paragraph.

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Pursuant to the Murdoch Interests Agreement, except for a Permitted Transfer, the Murdoch Interests may not transfer to any person other than the Murdoch Interests (a “Third Party”) legal or beneficial ownership of such number of shares that will, alone or together with the number of shares actually known by the Murdoch Interests to be held by the Third Party prior to such transfer, represent more than 19.9% of the outstanding Shares unless such Third Party offers to purchase all of the Shares and all shares of News Corporation Class A Common Stock on the terms and conditions as provided for in Section 4(e) of Article IV of the Restated Certificate of Incorporation of News Corporation.

Mr. Murdoch and the Harris Trust Trustees are required to disclose to News Corporation the terms of any proposed transfer involving the Murdoch Interests. News Corporation is responsible, based on such information, to determine whether such proposed transfer is permitted pursuant to the Murdoch Interests Agreement.

The restrictions set forth in the above paragraphs will cease to apply, and the Murdoch Interests Agreement will terminate, on the earliest to occur of (i) the tenth anniversary of the Effective Date; (ii) the date that a Third Party directly or indirectly acquires or otherwise becomes the legal or beneficial owner of fifteen percent or more of the outstanding Shares (with certain exceptions); (iii) the commencement by a Third Party of a tender or exchange offer, as defined in Section 4(e) of Article IV of the Restated Certificate of Incorporation of News Corporation; and (iv) the date that the Murdoch Interests cease to be the legal or beneficial owner of at least ten percent of the outstanding Shares.

For purposes of the Murdoch Interests Agreement, “Permitted Transfer” means (i) a transfer pursuant to a tender or exchange offer, as defined in Section 4(e) of Article IV of the Restated Certificate of Incorporation of News Corporation; (ii) a transfer pursuant to any transaction generally available to holders of Shares, such as a merger, recapitalization or other extraordinary business combination; and (iii) any other transfer approved by a majority of the votes cast at a meeting of holders of Shares, excluding for this purpose any votes cast by the Murdoch Interests.

Item 1	(a).	Name of Issuer: News Corporation (the “Company”)
	(b).	Address of Issuer’s Principal Executive Offices: 1211 Avenue of the Americas New York, NY 10036
Item 2	(a).	Name of Person Filing: Cruden Financial Services LLC CFS 2 LLC
		AE Harris Trust
		K. Rupert Murdoch

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(b).	Address of Principal Office or, if none, Residence: Cruden Financial Services LLC c/o McDonald Carano Wilson LLP 100 W. Liberty Street 10th Floor Reno, NV 89501 CFS 2 LLC c/o McDonald Carano Wilson LLP 100 W. Liberty Street 10th Floor Reno, NV 89501 AE Harris Trust c/o McDonald Carano Wilson LLP 100 W. Liberty Street 10th Floor Reno, NV 89501 K. Rupert Murdoch 1211 Avenue of the Americas New York, New York 10036
(c).	Citizenship: Cruden Financial Services LLC is formed under the laws of Delaware. CFS 2 LLC is formed under the laws of Delaware. AE Harris Trust is governed by the laws of Nevada. Mr. Murdoch is a United States citizen.
(d).	Title of Class of Securities: News Corporation Class B Common Stock (“Shares”)
(e).	CUSIP Number: 65248E203

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Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
	Not Applicable.

Item 4.	Ownership: Cruden Financial Services LLC
	(a)	Amount Beneficially Owned: 297,280,548
	(b)	Percent of Class: 28.5% - See below
	(c)	Number of Shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 0
		(ii)	shared power to vote or to direct the vote: 297,280,548
		(iii)	sole power to dispose or to direct the disposition of: 0
		(iv)	shared power to dispose or to direct the disposition of: 297,280,548
	CFS 2 LLC
	(a)	Amount Beneficially Owned: 297,280,548
	(b)	Percent of Class: 28.5% - See below
	(c)	Number of Shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 0
		(ii)	shared power to vote or to direct the vote: 297,280,548
		(iii)	sole power to dispose or to direct the disposition of: 0
		(iv)	shared power to dispose or to direct the disposition of: 297,280,548
	Harris Trust
	(a)	Amount Beneficially Owned: 297,280,548
	(b)	Percent of Class: 28.5% - See below
	(c)	Number of Shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 0
		(ii)	shared power to vote or to direct the vote: 297,280,548
		(iii)	sole power to dispose or to direct the disposition of: 0
		(iv)	shared power to dispose or to direct the disposition of: 297,280,548
	K. Rupert Murdoch
	(a)	Amount Beneficially Owned: 307,943,137

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(b)	Percent of Class: 29.5% - See below
(c)	Number of Shares as to which such person has:
	(i)	sole power to vote or to direct the vote: 10,662,589
	(ii)	shared power to vote or to direct the vote: 297,280,548
	(iii)	sole power to dispose or to direct the disposition of: 10,662,589
	(iv)	shared power to dispose or to direct the disposition of: 297,280,548

As of November 12, 2004, Cruden Financial Services was the beneficial owner of 297,280,548 Shares, constituting approximately 28.5% of the total number of outstanding Shares at such date. All of the 297,280,548 Shares beneficially owned by Cruden Financial Services are also beneficially owned by the Harris Trust. The Harris Trust shares with Cruden Financial Services the powers to vote and to dispose or direct the vote and disposition of such Shares. Cruden Financial Services, one of the two trustees of the Harris Trust, is a Delaware limited liability company with eight directors, of which certain directors have been designated by K. Rupert Murdoch.

As of November 12, 2004, CFS 2 was the beneficial owner of 297,280,548 Shares, constituting approximately 28.5% of the total number of outstanding Shares at such date. All of the 297,280,548 Shares beneficially owned by CFS 2 are also beneficially owned by the Harris Trust. The Harris Trust shares with CFS 2 the powers to vote and to dispose or direct the vote and disposition of such Shares. CFS 2, one of the two trustees of the Harris Trust, is a Delaware limited liability company with eight directors, of which certain directors have been designated by K. Rupert Murdoch. Cruden Financial Services owns all of the outstanding equity of CFS 2.

As of November 12, 2004, the Harris Trust was the beneficial owner of 297,280,548 Shares, constituting approximately 28.5% of the total number of outstanding Shares at such date. The Harris Trust is a trust governed by Nevada law whose trustees are Cruden Financial Services and CFS 2. Cruden Financial Services and CFS 2 share with the Harris Trust the powers to vote and to dispose or direct the vote and disposition of such Shares.

As of November 12, 2004, K. Rupert Murdoch was the beneficial owner of 307,943,137 Shares, constituting approximately 29.5% of the total number of outstanding Shares at such date. Of the 307,943,137 Shares beneficially owned by K. Rupert Murdoch, 297,280,548 of such Shares are also beneficially owned by the Harris Trust. Cruden Financial Services and CFS 2 share the power to vote and to dispose or direct the vote and disposition of such Shares. As a result of Mr. Murdoch’s ability to appoint certain members of the boards of directors of Cruden Financial Services and CFS 2, the two corporate trustees of the Harris Trust, Mr. Murdoch may be deemed the beneficial owner of the Shares beneficially owned by the Harris Trust. Mr. Murdoch, however, disclaims any beneficial ownership of such Shares.

Item 5.	Ownership of Five Percent or Less of a Class: Not Applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

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Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not Applicable.
Item 8.	Identification and Classification of Members of the Group: Not Applicable.
Item 9.	Notice of Dissolution of Group: Not Applicable.
Item 10(a)	and (b). Certification: Not Applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2004

CRUDEN FINANCIAL SERVICES LLC
By:	/s/ Arthur M. Siskind
	Name: Arthur M. Siskind
	Title:   Managing Director

Dated: November 12, 2004

CFS 2 LLC
By:	/s/ Arthur M. Siskind
	Name: Arthur M. Siskind
	Title:   Managing Director

Dated: November 12, 2004

AE HARRIS TRUST
By:	/s/ Arthur M. Siskind
	Cruden Financial Services LLC, Trustee
	Name: Arthur M. Siskind
	Title:   Managing Director

By:	/s/ Arthur M. Siskind
	CFS 2 LLC, Trustee
	Name: Arthur M. Siskind
	Title:   Managing Director

Dated: November 12, 2004

Name:	*
	K. Rupert Murdoch

*  By:	/s/ Arthur M. Siskind
	Arthur M. Siskind
	Attorney-in-Fact

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EX-99.1

Exhibit 99.1

Murdoch Interests Agreement

Agreement made this 7th day of October, 2004 by and among News Corporation, Inc., a Delaware corporation (“News Corporation”) having a principal office located at 1211 Avenue of the Americas, New York, NY 10036, Safeguard Nominees Pty Limited (ACN 002 873 163), an Australian corporation (“Safeguard”), having a principal office located at Level 6, Skygarden, 77 Castlereagh Street, Sydney, NSW 2000, Australia and Secure Nominees Pty Limited (ACN 051 151 823), an Australian corporation (“Secure”) having a principal office located at Level 6, Skygarden, 77 Castlereagh Street, Sydney, NSW 2000, Australia, (Secure and Safeguard and any successor entity to any of them, the “Murdoch Trustees”), and Mr. K. Rupert Murdoch (“Mr. Murdoch”), a natural person with a place of business located at 1211 Avenue of the Americas, New York, NY 10036.

Whereas, the Murdoch Trustees are the trustees of the trust established by Albert Edward Harris pursuant to the deed of trust dated August 27, 1970 (the “AEH Trust”). Following the consummation of the reorganization of The News Corporation Limited, an Australian corporation as described in its Information Memorandum dated 15 September 2004 (the “Reorganization”), Mr. Murdoch and the successors to the Murdoch Trustees will own approximately 29.47% of the Class B Common Stock of News Corporation (“News Corporation Voting Stock”); and

Whereas, News Corporation, Mr. Murdoch and the Murdoch Trustees (Mr. Murdoch and the Murdoch Trustees, collectively, the “Murdoch Interests”) have agreed to the implementation of certain restrictions with respect to the purchase by the Murdoch Interests of additional shares of News Corporation Voting Stock, and with respect to the sale of News Corporation Voting Stock, such agreement to be effective upon the implementation of the Reorganization (the “Effective Date”);

The parties hereto, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows:

1. Restriction on Acquisitions

Except for a Permitted Transfer (as defined below), the Murdoch Interests shall not, directly or indirectly, acquire legal or beneficial ownership of additional shares of News Corporation Voting Stock if such acquisition would result in the percentage of News Corporation Voting Stock legally or beneficially owned by the Murdoch Interests at the date of acquisition being more than three percentage points higher than the percentage of outstanding News Corporation Voting Stock legally or beneficially owned by the Murdoch Interests six months prior to the date of such acquisition; provided, however, that, at any time commencing six months after the Effective Date, the foregoing shall not prevent the acquisition of legal or beneficial ownership of additional shares of News Corporation Voting Stock so long as the acquisition would not result in the percentage acquired being more than six percentage points higher than the percentage of outstanding News Corporation Voting Stock legally or beneficially owned by the Murdoch Interests twelve months prior to the date of such acquisition. Notwithstanding the foregoing, there shall be no prohibition on any acquisitions which result in the Murdoch Interests legally or beneficially owning 29.47% or less of the outstanding News Corporation Voting Stock. For the purposes of this Section 1, no increase in the percentage of News Corporation Voting Stock shall be deemed to have occurred as a result of any acquisition of News Corporation Voting Stock by News Corporation or by any entity controlled directly or indirectly by News Corporation (a “Subsidiary”).

2. Restriction on Transfers

Except for a Permitted Transfer, the Murdoch Interests shall not, directly or indirectly, transfer to a Third Party (as defined below), in any transaction or series of related transactions, legal or beneficial ownership of such number of shares which will, alone or together with the number of shares actually known by the Murdochs to be held by the Third Party prior to such transfer, represent more than

19.9% of the outstanding News Corporation Voting Stock unless such Third Party shall offer to purchase all of the shares of News Corporation Voting Stock and News Corporation Non-Voting Stock on the terms and conditions as provided for in Section 4 (e) of Article IV of the News Corporation Restated Certificate of Incorporation.

3. News Corporation Obligations

If any person seeks to register on the share register of News Corporation a transfer of News Corporation Voting Stock which News Corporation actually knows is in violation of Sections 1 or 2 of this Agreement, News Corporation shall cause its registrar and transfer agent not to effect such registration. Mr. Murdoch and the Murdoch Trustees shall disclose to News Corporation the terms of any proposed transfer involving the Murdoch Interests. News Corporation shall be responsible, based on such information, to determine whether such proposed transfer is permitted pursuant to this Agreement. The parties hereto shall cooperate in any reasonable manner, and take all such further reasonable actions, to accomplish the purposes of this and all other provisions of this Agreement.

4. Termination of Agreement

The restrictions set forth in Sections 1, 2 and 3 above shall cease to apply, and this Agreement shall terminate, on the earliest to occur of:

(i) the tenth anniversary of the Effective Date;

(ii) the date that any person other than the Murdoch Interests (a “Third Party”) directly or indirectly acquires or otherwise becomes the legal or beneficial owner of fifteen percent (15%) or more of the outstanding News Corporation Voting Stock (excluding any News Corporation Voting Stock acquired from the Murdoch Interests less than one year prior to the date any such determination is made); provided, however, that if a Third Party who acquires fifteen percent (15%) or more of the outstanding News Corporation Voting Stock ceases, within three months of such acquisition, to hold at least fifteen percent (15%) of the outstanding News Corporation Voting Stock, as a result of transfers to the Murdoch Interests or their designees, this Agreement shall be reinstated;

(iii) the commencement by a Third Party of any tender or exchange offer, as defined in Section 4(e) of Article IV of the Restated Certificate of Incorporation of News Corporation; and

(iv) the date that the Murdoch Interests cease to be the legal or beneficial owner of at least ten percent (10%) of the outstanding News Corporation Voting Stock.

5. Definitions and Other Matters:

(a) “Permitted Transfer” shall mean:

(i) a transfer pursuant to a tender or exchange offer, as defined in Section 4(e) of Article IV of the News Corporation Restated Certificate of Incorporation, made by the Murdoch Interests;

(ii) a transfer pursuant to any transaction generally available to the holders of News Corporation Voting Stock, such as a merger, recapitalization or other extraordinary business combination; and

(iii) any other transfer approved by a majority of the votes cast at a meeting of holders of News Corporation Voting Stock, excluding for this purpose any votes cast by the Murdoch Interests.

(b) Anything to the contrary notwithstanding, no buyback which results in an increased ownership percentage by the Murdoch Interests, nor any acquisition by the Murdoch Interests of legal or beneficial ownership of additional shares of News Corporation Voting Stock pursuant to any of (i) to (vi) below, will constitute a breach of clause 1, and the increased percentage or number of shares acquired will not count in determining the number of shares acquired during the six month (or in the case of the proviso to clause 1, twelve month) period prior to any other acquisition:

(i) any pro-rata rights issue (including rights taken up by an underwriter and rights not taken up by others in the first round of a pro-rata rights issue), stock dividend or distribution or stock split, recapitalization, reclassification or similar transaction;

(ii) any underwriting agreement with an underwriter or sub-underwriter, the terms of which are disclosed in a prospectus or other disclosure document;

(iii) any dividend reinvestment or similar plans;

(iv) any shares or other equity interests of any kind issued pursuant to stock options or other incentive compensation issued to any Murdoch Interest in connection with such person’s employment by News Corporation or any of its Subsidiaries;

(v) any acquisition or business combination, provided that the terms of any such issuance to or acquisition by the Murdoch Interests shall be substantially identical to the terms available to holders of the same class of securities of the entity subject to the acquisition or business combination; or

(vi) a Permitted Transfer.

(c) Nothing herein shall be deemed to prevent the acquisition or disposition by News Corporation or any Subsidiary of News Corporation Voting Stock, and the Murdoch Interests shall not be deemed to have acquired or disposed of any News Corporation Voting Stock pursuant hereto as a result of any acquisition or disposition of News Corporation Voting Stock by News Corporation or any Subsidiary (provided that their percentage ownership shall be adjusted to reflect any disposition by them pursuant to a buyback, self-tender or other acquisition by News Corporation of its Voting Stock).

(d) As used herein, any reference to a person (including the Murdoch Interests) shall include (i) the spouse and children of that person, and those children’s children, (ii) Subsidiaries of that person or the persons listed in (i) above, and (iii) entities with whom persons listed in (i) or (ii) above act, or propose to act, in concert in relation to the affairs of News Corporation. In addition to the foregoing categories, any reference to the Murdoch Interests shall also include Actraint No 119 Pty Ltd (ACN 008 657 261), an Australian corporation having a principal office located at Level 2, 306 Little Collins St Melbourne, Victoria 3000 Australia. As used herein with respect to any transfer or acquisition by a person of News Corporation Voting Stock, the phrase “directly or indirectly” shall include any transfer or acquisition by the entities listed in (i) through (iii) above. Notwithstanding the foregoing, the terms “person” and Murdoch Interests shall not include News Corporation or its Subsidiaries, and the phrase “directly or indirectly” shall

not include any transfers or acquisitions by News Corporation or its Subsidiaries.

6. Entire Agreement.

This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any assignment in violation of this provision shall be null and void.

7. Severability

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. The parties hereto further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purpose of the void unenforceable provision.

8. Amendment, Modification or Termination.

Except for a termination in accordance with Section 4 hereof, this Agreement may only be amended, modified or terminated by a writing executed by all of the parties hereto (or their respective successors or assigns); provided, however, that any such amendment, modification or termination shall be effected only in accordance with the provisions of the Restated Certificate of Incorporation of News Corporation.

9. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

10. Governing Law; Legal Venue; Waiver of Jury Trial

(a) This Agreement shall be governed by the laws of the State of Delaware, without regard to principles governing conflicts of law. Any disputes arising from this Agreement shall be resolved in the federal or state courts located in the State of Delaware.

(b) Each party shall submit to the exclusive jurisdiction of such courts and agrees to accept service of process at its address as set forth above (or as may be hereafter notified to the other parties hereto) in any such action or proceeding brought in any such court and hereby waives any claim that such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARRISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by him or on its behalf, all as of the day and year first above written.

News Corporation, Inc.
By:	/s/ David F. DeVoe
	Name: David F. DeVoe
	Title:   Senior Executive Vice President
Safeguard Nominees Pty Limited
By:	/s/ Arthur M. Siskind
	Name: Arthur M. Siskind
	Title:   Director
Secure Nominees Pty Limited
By:	/s/ Arthur M. Siskind
	Name: Arthur M. Siskind
	Title:   Director
/s/ K. Rupert Murdoch
Mr. K. Rupert Murdoch