SEC FORM 4

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

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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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
TNCL Preferred Limited Voting Ordinary Shares	10/04/2004		M		98,000	A	$9.35⁽²⁾	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/04/2004		S		98,000	D⁽¹⁾	$7.96	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/05/2004		M		240,000	A	$9.35⁽²⁾	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/05/2004		S		240,000	D⁽¹⁾	$7.98	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		M		120,000	A	$9.35⁽³⁾	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		S		120,000	D⁽¹⁾	$8	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		M		120,000	A	$4.79⁽⁴⁾	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		S		120,000	D⁽¹⁾	$8	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		M		3,000	A	$7.73⁽⁵⁾	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		S		3,000	D⁽¹⁾	$8	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		M		22,000	A	$11⁽⁶⁾	0	D
TNCL Preferred Limited Voting Ordinary Shares	10/06/2004		S		22,000	D⁽¹⁾	$8.05	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$9.35⁽²⁾	10/05/2004		M			240,000⁽⁷⁾	⁽⁸⁾	09/07/2008	Preferred Shares	240,000⁽⁷⁾	$0	0	D
Stock Option (right to buy)	$9.35⁽³⁾	10/06/2004		M			120,000⁽⁷⁾	⁽⁸⁾	09/07/2008	Preferred Shares	120,000⁽⁷⁾	$0	0	D
Stock Option (right to buy)	$4.79⁽⁴⁾	10/06/2004		M			120,000⁽⁷⁾	⁽⁸⁾	08/19/2007	Preferred Shares	120,000⁽⁷⁾	$0	0	D
Stock Option (right to buy)	$7.73⁽⁵⁾	10/06/2004		M			3,000⁽⁷⁾	⁽⁸⁾	11/15/2009	Preferred Shares	2,000⁽⁷⁾	$0	0	D
Stock Option (right to buy)	$11⁽⁹⁾	10/06/2004		M			22,000⁽⁷⁾	⁽⁸⁾	10/09/2012	Preferred Shares	22,000⁽⁷⁾	$0	0	D
Stock Option (right to buy)	$7.73⁽¹⁰⁾	10/09/2002		A			4,500⁽¹¹⁾	⁽⁸⁾	10/09/2012	Class A Common	4,500⁽¹¹⁾	⁽¹¹⁾	4,500⁽¹¹⁾	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$6.75.

3. Reported in Australian dollars. The exercise price was US$6.78.

4. Reported in Australian dollars. The exercise price was US$3.47.

5. Reported in Australian dollars. The exercise price was US$5.60.

6. Reported in Australian dollars. The exercise price was US$7.97

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$7.97.

10. Reported in Australian dollars. On the grant date, the exercise price would have been US$4.23 after giving effect to the one for two exchange ratio.

11. Received in exchange for 9,000 options held over TNCL Preferred Shares in connection with the Reorganization. On 11/12/2004, the effective date of 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.

Remarks:

This is part 3 of a three part Form 4.

	/s/ Laura O'Leary, Attornery-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).
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