Edgar Filing: MURDOCH LACHLAN K

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MURDOCH LACHLAN K

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
__X__ Officer (give title below)	_____ Other (specify below)
Sr. EVP and Deputy COO

(Last)

(First)

(Middle)

C/O NEWS AMERICA INCORPORATED, 1211 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Class A Common Stock	11/12/2004		A		1,056	A	⁽¹⁾	1,056	D
Class B Common Stock	11/12/2004		A		7,057	A	⁽²⁾	7,057	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 18.7 ⁽³⁾

09/07/1998

100,000 ⁽⁴⁾

⁽⁵⁾

09/07/2008

Class A Common Stock

100,000 ⁽⁴⁾

⁽⁴⁾

100,000 ⁽⁴⁾

Stock Options (right to buy)

$ 9.58 ⁽⁶⁾

08/19/1997

220,000 ⁽⁴⁾

⁽⁵⁾

08/19/2007

Class A Common Stock

220,000 ⁽⁴⁾

⁽⁴⁾

220,000 ⁽⁴⁾

Stock Options (right to buy)

$ 20.92 ⁽⁷⁾

09/06/1999

100,000 ⁽⁴⁾

⁽⁵⁾

09/06/2009

Class A Common Stock

100,000 ⁽⁴⁾

⁽⁴⁾

100,000 ⁽⁴⁾

Stock Options (right to buy)

$ 22 ⁽⁸⁾

11/15/1999

500,000 ⁽⁴⁾

⁽⁵⁾

11/15/2009

Class A Common Stock

500,000 ⁽⁴⁾

⁽⁴⁾

500,000 ⁽⁴⁾

Stock Options (right to buy)

$ 35.5 ⁽⁹⁾

05/01/2000

500,000 ⁽⁴⁾

⁽⁵⁾

05/01/2010

Class A Common Stock

500,000 ⁽⁴⁾

⁽⁴⁾

500,000 ⁽⁴⁾

Stock Options (right to buy)

$ 36.3 ⁽¹⁰⁾

08/01/2000

100,000 ⁽⁴⁾

⁽⁵⁾

08/01/2010

Class A Common Stock

100,000 ⁽⁴⁾

⁽⁴⁾

100,000 ⁽⁴⁾

Stock Options (right to buy)

$ 28.06 ⁽¹¹⁾

08/30/2001

130,000 ⁽⁴⁾

⁽⁵⁾

08/30/2010

Class A Common Stock

130,000 ⁽⁴⁾

⁽⁴⁾

130,000 ⁽⁴⁾

Stock Options (right to buy)

$ 16.04 ⁽¹²⁾

08/13/2002

170,000 ⁽⁴⁾

⁽⁵⁾

08/13/2012

Class A Common Stock

170,000 ⁽⁴⁾

⁽⁴⁾

170,000 ⁽⁴⁾

Stock Appreciation Right

$ 19.78 ⁽¹³⁾

08/11/2003

187,500 ⁽¹⁴⁾

⁽¹⁵⁾

08/11/2013

Class A Common Stock

187,500 ⁽¹⁴⁾

$ 0

187,500 ⁽¹⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MURDOCH LACHLAN K C/O NEWS AMERICA INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036	X		Sr. EVP and Deputy COO

Signatures

/s/ Laura O' Leary, Attorney-in-Fact for Lachlan K. Murdoch		11/12/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Received in exchange for 2,112 shares of The News Corporation Limited ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares") in connection with the reorganization of TNCL to the United States (the "Reorganization").
(2)	Received in exchange for 14,114 shares of TNCL Ordinary Shares in connection with the reorganization of TNCL to the United States.
(3)	Reported in Australian dollars. On date of grant, conversion price was US$11.05.
(4)	Received in exchange for options held over TNCL Preferred Shares in connection with the reorganization of TNCL to the United States. On 11/12/2004, the effective date of the reorganization of TNCL to the United States, each outstanding option over TNCL Preferred Shares was cancelled and one-half option over Class A Common Stock was issued in exchange therefore.
(5)	The options provide for vesting as to 25% on each anniversary date of the grant date.
(6)	Reported in Australian dollars. On date of grant, conversion was US$7.08.
(7)	Reported in Australian dollars. On date of grant, conversion was US$13.49.
(8)	Reported in Australian dollars. On date of grant, conversion was US$14.21.
(9)	Reported in Australian dollars. On date of grant, conversion was US$20.78.
(10)	Reported in Australian dollars. On date of grant, conversion was US$21.08.
(11)	Reported in Australian dollars. On date of grant, conversion was US$14.87.
(12)	Reported in Australian dollars. On date of grant, conversion was US$8.66.
(13)	Reported in Australian dollars. On the grant date, the exercise price would have been US$12.94 after giving effect to the on for two exchange ratio.
(14)	On 11/12/2004, the effective date of the Reorganization, each outstanding stock appreciation right for TNCL Preferred Shares was cancelled and a stock appreciation right for Class A Common Stock for half the number of the shares was issued in exchange therefore.
(15)	The stock appreciation right provide for vesting as to 25% on each anniversary date after the date of the original grant.

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