As filed with the Securities and Exchange Commission on August 6, 2004
                                                     Registration No. 333-111424

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM F-6
                             REGISTRATION STATEMENT
                                      UNDER
     THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
                          AMERICAN DEPOSITARY RECEIPTS

                                -----------------

                          The News Corporation Limited
   (Exact name of issuer of deposited securities as specified in its charter)

                                -----------------

                                       N/A
                   (Translation of issuer's name into English)

                                -----------------

                                    Australia
            (Jurisdiction of incorporation or organization of issuer)

                       ----------------------------------

                                 CITIBANK, N.A.
             (Exact name of depositary as specified in its charter)

                                -----------------

                                 111 Wall Street
                            New York, New York 10043
                                 (212) 657-5100
  (Address, including zip code, and telephone number, including area code, of
                   depositary's principal executive offices)

                                -----------------

                              Arthur Siskind, Esq.
                            News America Incorporated
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 852-7000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                 ----------------------------------------------
                                   Copies to:
      Jeffrey W. Rubin, Esq.                       Herman H. Raspe, Esq.
        Hogan & Hartson LLP                 Patterson, Belknap, Webb & Tyler LLP
         875 Third Avenue                       1133 Avenue of the Americas
        New York, NY 10022                        New York, New York 10036

                       ----------------------------------

It is proposed that this filing become effective under Rule 466:
                                                :|_| immediately upon filing.
                                                :|_| on (Date) at (Time).

If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|

                                -----------------

                         CALCULATION OF REGISTRATION FEE



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         Title of Each Class of             Amount to be      Proposed Maximum       Proposed Maximum       Amount of
      Securities to be Registered            Registered      Aggregate Price Per   Aggregate Offering    Registration
                                                                    Unit*                Price**               Fee
-------------------------------------------------------------------------------------------------------------------------
                                                                                                   
American Depositary Shares, each                N/A                  N/A                   N/A                 N/A
representing four (4) preferred limited
voting ordinary shares, par value A$
0.50, per share, of The News
Corporation Limited ("Company").
-------------------------------------------------------------------------------------------------------------------------


*     Each unit represents 100 American Depositary Shares.
**    Estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rule 457(k), such estimate is computed on the basis of the
      maximum aggregate fees or charges to be imposed in connection with the
      issuance of receipts evidencing American Depositary Shares.
--------------------------------------------------------------------------------

Registrant hereby amends this Post-Effective Amendment No. 1 to Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Post-Effective Amendment No. 1 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post-Effective Amendment No. 1 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.



            This Post-Effective Amendment No. 1 to Registration Statement may be
executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and the
same instrument.


                                       ii


                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

                              Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED



                                                                       Location in Form of American
                                                                       Depositary Receipt ("Receipt")
Item Number and Caption                                                Filed Herewith as Prospectus
-----------------------                                                ----------------------------
                                                                    
1.       Name of Depositary and address of its principal               Face of Receipt - introductory article
         executive office

2.       Title of Receipts and identity of deposited                   Face of Receipt - top center
         securities

Terms of Deposit:

         (i)      The amount of deposited securities                   Face of Receipt - upper right corner
                  represented by one American Depositary
                  Share

         (ii)     The procedure for voting, if any, the                Reverse of Receipt - Paragraphs (13)
                  deposited securities                                 and (14)

         (iii)    The collection and distribution of                   Face of Receipt - Paragraphs (4), (7)
                  dividends                                            and (9);
                                                                       Reverse of Receipt - Paragraphs (12),
                                                                       (13) and (17)

         (iv)     The transmission of notices, reports and             Face of Receipt - Paragraph (9)
                  proxy soliciting material                            Reverse of Receipt - Paragraph (13),
                                                                       (14), (16) and (21)



                                      I-1




                                                                       Location in Form of American
                                                                       Depositary Receipt ("Receipt")
Item Number and Caption                                                Filed Herewith as Prospectus
-----------------------                                                ----------------------------
                                                                    
         (v)      The sale or exercise of rights                       Face of Receipt - Paragraphs (3), (4) and
                                                                       (6);
                                                                       Reverse of Receipt - Paragraphs (12),
                                                                       (13) and (21)

         (vi)     The deposit or sale of securities                    Reverse of Receipt - Paragraphs (12)
                  resulting from dividends, splits or plans            and (15)
                  of reorganization

         (vii)    Amendment, extension or termination                  Reverse of Receipt - Paragraphs (20)
                  and of the deposit agreement                         and (21)

         (viii)   Rights of holders of Receipts to inspect             Face of Receipt - Paragraph (16)
                  the transfer books of the Depositary
                  and the list of holders of Receipts

         (ix)     Restrictions upon the right to deposit or            Face of Receipt - Paragraphs (2), (3),
                  withdraw the underlying securities                   (4), and (5);
                                                                       Reverse of Receipt - Paragraph (22)

         (x)      Limitation upon the liability of the                 Face of Receipt - Paragraph (6);
                  Depositary                                           Reverse of Receipt - Paragraph (18)

         3.       Fees and charges which may be imposed                Face of Receipt - Paragraph (6)
                  directly or indirectly on holders of Receipts

Item 2. AVAILABLE INFORMATION                                          Face of Receipt - Paragraph (11)


            The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., (Room 1024), Washington D.C. 20549.


                                      I-2


                                   PROSPECTUS

      The Prospectus consists of the proposed form of American Depositary
      Receipt included as Annex I to the Form of Amendment No. 1 to Amended and
      Restated Deposit Agreement filed as Exhibit (a)(ii) to this Post-Effective
      Amendment No. 1 to Registration Statement and incorporated herein by
      reference.


                                      I-3


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

            (a)(i) Amended and Restated Deposit Agreement, dated as of December
3, 1996, by and among The News Corporation Limited (the "Company"), Citibank,
N.A., as the depositary (the "Depositary"), and all Holders from time to time of
American Depositary Receipts issued thereunder (including form of the American
Depositary Receipt ("ADR") to be issued thereunder) - Previously filed as
Exhibit (a) to Form F-6 Registration Statement No. 333-10562 and incorporated
herein by reference.

            (a)(ii) Form of Amendment No. 1 to Amended and Restated Deposit
Agreement, by and among the Company, the Depositary, all Holders from time to
time of American Depositary Receipts issued thereunder, and (to the extent
contemplated therein) certain Beneficial Owners of American Depositary Shares
(the "Amendment") - Filed herewith as Exhibit (a)(ii)

            (b)(i) Letter Agreement, dated as of November 25, 2003 between the
Company and the Depositary - Previously filed as Exhibit (b)(1) to Form F-6
Registration Statement No. 333-111424 and incorporated herein by reference.

            (b)(ii) Letter Agreement, dated as of November 25, 2003 between the
Company and the Depositary - Previously filed as Exhibit (b)(2) to Form F-6
Registration Statement No. 333-111424 and incorporated herein by reference.

            (c)(i) Form of Restricted Securities Letter Agreement, between the
Company, the Depositary and General Motors Corporation - Previously filed as
Exhibit (c)(1) to Form F-6 Registration Statement No. 333-111424 and
incorporated herein by reference.

            (c)(ii) Letter Agreement, dated as of October 15, 2003, between the
Company, the Depositary, Liberty Media Corporation and Liberty NC XIII, INC -
Previously filed as Exhibit (c)(2) to Form F-6 Registration Statement No.
333-111424 and incorporated herein by reference.

            (c)(iii) Letter Agreement, dated as of December 17, 2001, between
the Company, the Depositary, News Publishing Australia Limited, Liberty Media
Corporation, LMC International, Inc. and Citicorp Nominees Pty Limited -
Previously filed as Exhibit (c)(3) to Form F-6 Registration Statement No.
333-111424 and incorporated herein by reference.

            (c)(iv) Letter Agreement, dated as of December 3, 2001 among the
Company, the Depositary, and Liberty Media Corporation - Previously filed as
Exhibit (c)(4) to Form F-6 Registration Statement No. 333-111424 and
incorporated herein by reference.

            (c)(v) Letter Agreement, dated as of December 3, 2001, among the
Company, the Depositary, and Liberty Media Corporation - Previously filed as
Exhibit (c)(5) to Form F-6 Registration Statement No. 333-111424.


                                      II-1


            (c)(vi) Letter Agreement, dated July 15, 1999, between the Company
and the Depositary - Previously filed as Exhibit (c) to Form F-6 Registration
Statement No. 333-13420 and incorporated herein by reference.

            (d) Opinion of Frettra M. Miller, counsel to the Depositary, as to
the legality of the securities to be registered - Previously filed as Exhibit
(d) to Form F-6 Registration Statement No. 333-111424 and incorporated herein by
reference.

            (e) Certificate under Rule 466 - None

            (f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company - Set forth on signature pages to the
Form F-6 Registration Statement No. 333-111424.


                                      II-2


Item 4. UNDERTAKINGS

            (a) The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
American Depositary Receipts, any reports and communications received from the
issuer of the deposited securities which are both (1) received by the Depositary
as the holder of the deposited securities, and (2) made generally available to
the holders of the underlying securities by the issuer.

            (b) If the amount of fees charged is not disclosed in the
prospectus, the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of a Receipt
thirty days before any change in the fee schedule.


                                      II-3


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., acting solely on behalf of the legal entity created by
the Amended and Restated Deposit Agreement dated as of December 3, 1996, as
proposed to be amended by Amendment No. 1 to Amended and Restated Deposit
Agreement, by and among The News Corporation Limited, Citibank, N.A., as
depositary, all Holders from time to time of American Depositary Receipts issued
thereunder, and (to the extent contemplated therein) certain Beneficial Owners
of American Depositary Shares, certifies that it has reasonable grounds to
believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 6th day of August, 2004.

                                    Legal entity created by the Amended and
                                    Restated Deposit Agreement as proposed to be
                                    amended by Amendment No. 1 to Amended and
                                    Restated Deposit Agreement for the issuance
                                    of American Depositary Receipts evidencing
                                    American Depositary Shares ("ADSs"), each
                                    ADS representing four (4) preferred limited
                                    voting ordinary shares, of The News
                                    Corporation Limited.

                                    CITIBANK, N.A., solely in its capacity as
                                    Depositary


                                    By: /s/ Susanna Mancini
                                        ----------------------------------------
                                        Name:  Susanna Mancini
                                        Title: Vice President


                                      II-4


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, The News Corporation Limited certifies that it has reasonable grounds
to believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized, in
Australia on this 6th day of August, 2004.

                                    The News Corporation Limited


                                    By: /s/ Arthur M. Siskind
                                        ----------------------------------------
                                        Name:  Arthur M. Siskind
                                        Title: Executive Director

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the following capacities on August 6, 2004.

        Signature                               Title
        ---------                               -----


*                                       Executive Director; Chairman and Chief
----------------------------------      Executive (Principal Executive Officer)
        K. Rupert Murdoch


*                                       Executive Director and Chief Financial
----------------------------------      Officer (Principal Financial Officer and
        David F. DeVoe                  Principal Accounting Officer)


*                                       Executive Director
----------------------------------
        Chase Carey


*                                       Executive Director
----------------------------------
        Peter Chernin


*                                       Executive Director
----------------------------------
        Lachlan K. Murdoch


      /s/ Arthur M. Siskind             Executive Director and Authorized
----------------------------------      Representative in the United States
        Arthur M. Siskind


                                      II-5



*                                       Non-Executive Director
----------------------------------
        Kenneth E. Cowley


*                                       Non-Executive Director
----------------------------------
        Andrew S.B. Knight


*                                       Non-Executive Director
----------------------------------
        Roderick I. Eddington


*                                       Non-Executive Director
----------------------------------
        Thomas J. Perkins


*                                       Non-Executive Director
----------------------------------
        Stanley S. Shuman


*                                       Non-Executive Director
----------------------------------
        Geoffrey C. Bible


                                        Non-Executive Director
----------------------------------
        Peter Barnes


                                        Non-Executive Director
----------------------------------
        Viet Dinh


                                        Non-Executive Director
----------------------------------
        John L. Thornton


                  /s/ Arthur M. Siskind
        ------------------------------------------
        *By Arthur M. Siskind as attorney-in-fact.


                                      II-6


                                Index to Exhibits

                                                                   Sequentially
Exhibit                 Document                                   Numbered Page
-------                 --------                                   -------------

(a)(ii)                 Form of Amendment No. 1 to Amended
                        and Restated Deposit Agreement