Edgar Filing: Knight Andrew

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Knight Andrew

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)

(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		201,123	A	⁽¹⁾	201,123	I	See Footnote ⁽²⁾
Class B Common Stock	11/12/2004		A		120,657	A	⁽³⁾	120,657	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

$ 12.18 ⁽⁴⁾

10/07/1997

6,000 ⁽⁵⁾

⁽⁶⁾

10/07/2007

Class A Common Stock

6,000 ⁽⁵⁾

⁽⁵⁾

6,000 ⁽⁵⁾

Stock Option (right to buy)

$ 15.96 ⁽⁷⁾

10/13/1998

6,000 ⁽⁵⁾

⁽⁶⁾

10/13/2008

Class A Common Stock

6,000 ⁽⁵⁾

⁽⁵⁾

6,000 ⁽⁵⁾

Stock Option (right to buy)

$ 21.1 ⁽⁸⁾

11/03/1999

6,000 ⁽⁵⁾

⁽⁶⁾

11/03/2009

Class A Common Stock

6,000 ⁽⁵⁾

⁽⁵⁾

6,000 ⁽⁵⁾

Stock Option (right to buy)

$ 35.66 ⁽⁹⁾

10/18/2000

6,000 ⁽⁵⁾

⁽⁶⁾

10/18/2010

Class A Common Stock

6,000 ⁽⁵⁾

⁽⁵⁾

6,000 ⁽⁵⁾

Stock Option (right to buy)

$ 22.54 ⁽¹⁰⁾

10/11/2001

6,000 ⁽⁵⁾

⁽⁶⁾

10/11/2011

Class A Common Stock

6,000 ⁽⁵⁾

⁽⁵⁾

6,000 ⁽⁵⁾

Stock Option (right to buy)

$ 15.46 ⁽¹¹⁾

10/09/2002

6,000 ⁽⁵⁾

⁽⁶⁾

10/09/2012

Class A Common Stock

6,000 ⁽⁵⁾

⁽⁵⁾

6,000 ⁽⁵⁾

Deferred Stock Units

⁽¹²⁾

04/01/2004

2,462 ⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

2,462 ⁽¹³⁾

$ 16.25 ⁽¹⁵⁾

2,462 ⁽¹³⁾

Deferred Stock Units

⁽¹²⁾

07/01/2004

606 ⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

606 ⁽¹³⁾

$ 16.48 ⁽¹⁵⁾

606 ⁽¹³⁾

Deferred Stock Units

⁽¹²⁾

10/01/2004

636 ⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

636 ⁽¹³⁾

$ 15.7 ⁽¹⁵⁾

636 ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Knight Andrew C/O NEWS AMERICA INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036	X

Signatures

/s/ Laura O' Leary, Attorney-in-Fact for Andrew S. B. Knight		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 402,246 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)	Reporting Person is deemed to have an interest by reason of his beneficial interest in a settlement, the trustees of which are Royal Bank of Canada Trustees Limited and Bloomfield Trustees (Jersey) Limited.
(3)	Received in exchange for 241,314 shares of TNCL Ordinary Shares in connection with the Reorganization.
(4)	Reported in Australian dollars. On the grant date, the exercise price would have been US$8.81 after giving effect to the one for two exchange ratio.
(5)	Received in exchange for 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.
(6)	The options provide for vesting as to 25% on each anniversary date after the date of the original grant date.
(7)	Reported in Australian dollars. On the grant date, the exercise price would have been US$9.94 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$13.60 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$18.55 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$11.22 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$8.45 after giving effect to the one for two exchange ratio.
(12)	Each deferred stock unit represents the equivalent of one share of Class A Common Stock.
(13)	Received in exchange for deferred stock units of TNCL Preferred Shares in connection with the Reorganization. On 11/12/2004, the effective date of the Reorganization, each deferred stock unit of TNCL Preferred Shares was cancelled and deferred stock units of Class A Common Stock for half the number of deferred stock units of TNCL Preferred Shares were issued in exchange therefore.
(14)	The deferred stock units become payable in cash upon the fifth anniversary of the grant date.
(15)	Represents the price of the deferred stock units after giving effect to the one for two exchange ratio.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.