8-K

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

Date of Report (Date of earliest event reported):  09/10/2014

Twenty-First Century Fox, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-32352

Delaware	26-0075658
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

1211 Avenue of the Americas

New York, NY 10036

(Address of principal executive offices, including zip code)

212-852-7000

(Registrant’s telephone number, including area code)

(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:

[  ]   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 September 10, 2014, Twenty-First Century Fox, Inc., a Delaware corporation, (the "Company") issued a press release announcing that 21st Century Fox America, Inc., a wholly-owned subsidiary of the Company, had priced $600 million of 3.700% Senior Notes due 2024 and $600 million of 4.750% Senior Notes due 2044. The Notes will be guaranteed by the Company.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

Exhibit

Number            Description

______          _________________________

99.1            Press release of Twenty-First Century Fox, Inc., dated September 10, 2014.

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.

		Twenty-First Century Fox, Inc.
Date: September 10, 2014	By:	/s/    Janet Nova
		Janet Nova
		Executive Vice President and Deputy Group General Counsel

EXHIBIT INDEX

Exhibit No.	Description
EX-99.1	Press release of Twenty-First Century Fox, Inc., dated September 10, 2014.

EX-99

Exhibit 99.1

Investor Relations Contact:

Reed Nolte

212-852-7092

rnolte@21cf.com

Press Contact:

Nathaniel Brown

212-852-7746

nbrown@21cf.com

FOR IMMEDIATE RELEASE

21st Century Fox America, Inc. Prices Issue of $1.2 Billion of New Debt

NEW YORK, NY, September 10, 2014 - 21st Century Fox America, Inc. ("21CFA"), a wholly-owned subsidiary of Twenty-First Century Fox, Inc. ("21st Century Fox" or the "Company"), today announced the pricing of an issuance of $600 million of 3.700% Senior Notes due 2024 and $600 million of 4.750% Senior Notes due 2044 (together, the "Notes"). The Notes will be guaranteed by the Company. The closing of the offering is expected to occur on September 15, 2014, subject to satisfaction of customary closing conditions. 21CFA will receive gross proceeds of $1,199,280,000 from this offering and expects to use the net proceeds for general corporate purposes.

The offering will be made in accordance with Rule 144A under the Securities Act of 1933, as amended, to purchasers in the United States and in accordance with Regulation S under the Securities Act to purchasers outside of the United States. The offering of the Notes has not been registered under the Securities Act, and the Notes may not be offered or sold absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

About 21st Century Fox

21st Century Fox is the world's premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.5 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, MundoFox, STAR India, 28 local television stations in the U.S. and more than 300 channels that comprise Fox International Channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and Shine Group. The Company also provides premium content to millions of subscribers through its pay-television services in Europe and Asia, including Sky Deutschland, Sky Italia and its equity interests in BSkyB and Tata Sky. For more information about 21st Century Fox, please visit www.21CF.com.