Edgar Filing: NEWS CORP

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 ^*

DEVOE DAVID F

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 CFO

(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)
			Code	V	Amount	(A) or (D)	Price

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 Option (right to buy)

$ 9.58 ⁽¹⁾

08/19/1997

45,000 ⁽²⁾

⁽³⁾

08/19/2007

Class A Common Stock

45,000 ⁽²⁾

⁽²⁾

45,000 ⁽²⁾

Stock Option (right to buy)

$ 18.7 ⁽⁴⁾

09/07/1998

150,000 ⁽²⁾

⁽³⁾

09/07/2008

Class A Common Stock

150,000 ⁽²⁾

⁽²⁾

150,000 ⁽²⁾

Stock Option (right to buy)

$ 20.92 ⁽⁵⁾

09/06/1999

150,000 ⁽²⁾

⁽³⁾

09/06/2009

Class A Common Stock

150,000 ⁽²⁾

⁽²⁾

150,000 ⁽²⁾

Stock Option (right to buy)

$ 22 ⁽⁶⁾

11/15/1999

500,000 ⁽²⁾

⁽³⁾

11/15/2009

Class A Common Stock

500,000 ⁽²⁾

⁽²⁾

500,000 ⁽²⁾

Stock Option (right to buy)

$ 35.5 ⁽⁷⁾

05/01/2000

500,000 ⁽²⁾

⁽³⁾

05/01/2010

Class A Common Stock

500,000 ⁽²⁾

⁽²⁾

500,000 ⁽²⁾

Stock Option (right to buy)

$ 36.3 ⁽⁸⁾

08/01/2001

120,000 ⁽²⁾

⁽³⁾

08/01/2011

Class A Common Stock

120,000 ⁽²⁾

⁽²⁾

120,000 ⁽²⁾

Stock Option (right to buy)

$ 28.06 ⁽⁹⁾

08/30/2001

130,000 ⁽²⁾

⁽³⁾

08/30/2011

Class A Common Stock

130,000 ⁽²⁾

⁽²⁾

130,000 ⁽²⁾

Stock Option (right to buy)

$ 16.04 ⁽¹⁰⁾

08/13/2002

240,000 ⁽²⁾

⁽³⁾

08/13/2012

Class A Common Stock

240,000 ⁽²⁾

⁽²⁾

240,000 ⁽²⁾

Stock Appreciation Right

$ 19.78 ⁽¹¹⁾

08/11/2003

250,000 ⁽¹²⁾

⁽¹³⁾

08/11/2013

Class A Common Stock

250,000 ⁽¹²⁾

$ 0

250,000 ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DEVOE DAVID F C/O NEWS AMERICA INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036	X		Sr. EVP and CFO

Signatures

/s/ Laura O Leary, Attorney-in-Fact for David F. DeVoe		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)	Reported in Australian dollars. On the grant date, the exercise price would have been US$7.06 after giving effect to the one for two exchange ratio.
(2)	Received in exchange for options held over The News Corporation Limited's ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares") in connection with the TNCL reorganization to the United States (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.
(3)	The options provide for vesting as to 25% on each anniversary date after the date of the original grant date.
(4)	Reported in Australian dollars. On the grant date, the exercise price would have been US$11.07 after giving effect to the one for two exchange ratio.
(5)	Reported in Australian dollars. On the grant date, the exercise price would have been US$13.47 after giving effect to the one for two exchange ratio.
(6)	Reported in Australian dollars. On the grant date, the exercise price would have been US$14.23 after giving effect to the one for two exchange ratio.
(7)	Reported in Australian dollars. On the grant date, the exercise price would have been US$20.62 after giving effect to the one for two exchange ratio.
(8)	Reported in Australian dollars. On the grant date, the exercise price would have been US$21.08 after giving effect to the one for two exchange ratio.
(9)	Reported in Australian dollars. On the grant date, the exercise price would have been US$15.15 after giving effect to the one for two exchange ratio.
(10)	Reported in Australian dollars. On the grant date, the exercise price would have been US$8.66 after giving effect to the one for two exchange ratio.
(11)	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.
(12)	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 shares was issued in exchange therefore.
(13)	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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