Filed by The News Corporation Limited
                         Pursuant to Rule 425 under the Securities Act of 1933
                                      and Deemed Filed Pursuant to Rule 14a-12
                                     under the Securities Exchange Act of 1934

                             Subject Companies: Hughes Electronics Corporation
                                                 Commission File No. 000-26035
                                                    General Motors Corporation
                                                 Commission File No. 001-00143

                                                              NEWS CORPORATION
                                                    Moderator:  Tsalem Mueller
                                                    May 13, 2003/8:00 a.m. CDT

                               NEWS CORPORATION

                                 May 13, 2003
                                 8:00 a.m. CDT

Coordinator                Good morning, and welcome to the News Corporation
                           and Fox Entertainment Group's third-quarter
                           earnings release conference call. I would like to
                           notify that your lines will be on a listen-only
                           mode until the question-and-answer segment of
                           today's call. This call is being recorded. If you
                           have any objections, please disconnect at this
                           time. I would now like to turn the call over to one
                           of today's speakers, Mr. Gary Ginsberg, Executive
                           Vice President of Investor Relations and Corporate
                           Communications. Thank you, sir, you may begin.

G. Ginsberg                Thank you, Hope. Good morning, everyone, and
                           welcome to today's conference call to discuss the
                           third-quarter operating results for both News
                           Corporation and the Fox Entertainment Group. With
                           me today are Rupert Murdoch, Chairman and Chief
                           Executive of News Corp.; Peter Chernin, President
                           and Chief Operating Officer; Lachlan Murdoch,
                           Deputy Chief Operating Officer; and Dave DeVoe,
                           Chief Financial Officer. Before we begin our
                           discussion today, let me first make some
                           preliminary statements. This call does not
                           constitute an offer to sell or solicitation to buy
                           in connection with the proposed acquisition by News
                           Corporation of an interest in Hughes Electronics.
                           News, GM and Hughes intend to file a proxy or a
                           consent solicitation statement, and other materials
                           with the SEC, with respect to the transaction.

                           Because they will contain important information,
                           investors are urged to read these materials which,
                           when filed, will become available free of charge at
                           the SEC's Web site. Investors will also receive
                           information at an appropriate time on how to obtain
                           transaction-related documents for free from News.

                           Today's call is, of course, governed by the Safe
                           Harbor Provisions. On this call, we will make
                           statements that constitute forward-looking
                           statements within the meaning of the Private
                           Securities Litigation Reform Act of 1995. These
                           forward-looking statements involve known and
                           unknown risks, uncertainties and other factors,
                           including those described in News's public filings
                           with the SEC that could cause actual results to be
                           materially different from those in the
                           forward-looking statements. In addition, to the
                           extent that any non-GAAP financial measures are
                           discussed on this call for which a GAAP
                           reconciliation is not otherwise contained in the
                           News Corporation or Fox earnings releases, News and
                           Fox will post any required additional information
                           on their respective Web sites.

                           With all of that, I would now like to turn the call
                           over to Rupert Murdoch.

R. Murdoch                 Thank you, Gary. Good morning, ladies and
                           gentlemen. If you've read our release, then you
                           certainly know the kind of income growth and
                           operational momentum we continue to enjoy at both
                           News Corporation and Fox: the 25% improvement in
                           News Corp.'s operating income for the quarter; the
                           39% increase in EBIT DA at Fox; and particularly
                           impressive, the fact that such gains were
                           accomplished, despite the financial impact of a
                           war. All these achievements point to a company
                           that's operating more smoothly, more successfully
                           than at any time in its history.

                           Our growth has come according to a consistent
                           strategy. There were no surprises in our results,
                           and we can be very confident that the solid
                           improvements we are making will continue from here.
                           We are leveraging our strengths; we are creating
                           assets of enormous value; and we are consistently
                           meeting - even exceeding - our predictions of
                           market gains and operational growth.

                           The result has been a considerable strengthening of
                           both the content and distribution sides of our
                           business. In terms of content, our film, television
                           and publishing assets are growing well. The film
                           content that we put in theaters and on televisions
                           around the globe continues to grow profits. Our
                           network television content is fresh and compelling,
                           as reflected in our network profits. Our veteran
                           experience in news production, general
                           entertainment and sports programming has created
                           some of the fastest-growing cable channels in the
                           industry, and our publishing assets also continue
                           to grow.

                           On the distribution side, we've made some great
                           strides, particularly since the close of the
                           quarter. I see it in two valuable pay-television
                           opportunities, in Italy and the United States. In
                           April, we officially created Sky Italia, with the
                           completion of our purchase of Telepiu in Italy.
                           Based on the very low purchase price; on the very
                           manageable investment costs; on our proven ability
                           to control piracy; and in a potential reward for
                           such a rich and under-served market, we look
                           forward to generating robust profits on this
                           platform after the full implementation of the
                           merger and the full launch of Sky Italia.

                           We also recently announced our agreement to acquire
                           a 34% interest in Hughes Electronics and their
                           American satellite television platform, Direct
                           Television, in North and South America. Certainly,
                           this is a business with tremendous potential, both
                           for consumers and our company. With the addition of
                           DirecTV, we'll have built the world's first truly
                           global television platform, a platform that
                           immediately will serve more than 25 million
                           subscribers across the globe.

                           Of course, DirecTV will face very stiff competition
                           in the United States from the larger and dominant
                           cable companies. We look forward to this
                           competition, and to energizing the American
                           multi-channel market by offering an unprecedented
                           quality of service, a unique diversity of
                           programming, and new and interactive services, to
                           the benefit of American consumers.

                           These initiatives will take some time, but it is a
                           process that we will pursue with great focus and

                           At the same time, and along with these exciting new
                           undertakings, we remain intensely focused on our
                           core assets, and on sustaining the impressive
                           growth that continues to characterize our results.
                           So today, we are increasing our guidance for both
                           News Corporation and Fox Entertainment Group, as
                           Dave DeVoe will explain to you now as part of our
                           financial review of the quarter. Thank you, David.

D. DeVoe                   Rupert, thank you very much, and good morning,
                           everybody. As Rupert mentioned, we are pleased with
                           the company's performance in achieving continued
                           strong revenue and operating income growth, both at
                           Fox and at News Corporation. This growth reflects
                           the outstanding performance at the Fox Network; the
                           further development of our cable channels; and
                           continued successful theatrical and home video
                           releases at the film division. It also reflects the
                           stability and strength of our print businesses,
                           which continue to improve their market share in
                           highly competitive markets.

                           We are equally pleased with the results from Fox
                           television stations, which registered increases
                           despite the non-recurrence of advertising revenues
                           from last year's Super Bowl on Fox, and the impact
                           of significant preemption's for war coverage. The
                           impact of the war on the stations was approximately
                           $20 million in the quarter, and the effect on the
                           entire company was between 35 and $40 million.

                           For today's call, I'll first discuss Fox's
                           performance, and then I'll follow that with an
                           overview of News Corporation. Let's take a look at
                           Fox first.

                           For the quarter, the Fox Entertainment Group
                           reported revenue growth of 9%, and consolidated
                           EBIT DA of $542 million, up 39% from last year.
                           Operating income increased by over $200 million, to
                           $464 million; and Fox's earnings per share for the
                           quarter were $0.31 this year versus $0.13 in last
                           year's quarter.

                           Now let's look at the Fox consolidated businesses
                           in a bit more detail, starting with film. Film
                           entertainment reported another exceptionally strong
                           contribution, with third-quarter EBIT DA of $220
                           million, surpassing last year's strong quarterly
                           results. Driving this year's earnings were
                           significant home entertainment sales, especially
                           from our blockbuster, Ice Age. Additionally, the
                           pay TV availability of Shallow Hal and Planet of
                           the Apes contributed to the quarter's performance.
                           These strong results were somewhat offset by the
                           theatrical releasing costs of films released in the
                           quarter, including Daredevil, Phone Booth, and Just

                           Our television production business,
                           Twentieth-Century Fox Television, also increased
                           its earnings from a year ago. This result reflects
                           higher syndication profits from The X-Files and
                           Dharma and Greg, and continued strong DVD
                           contributions from television product, including
                           The Simpsons and 24.

                           At our television stations, we had another strong
                           result, with third-quarter EBIT DA of $179 million
                           on revenue growth of 6%. Revenue increases were
                           achieved, despite the absence of the Super Bowl on
                           Fox this year, and substantial preemption's, due to
                           war coverage, which I mentioned just a couple of
                           minutes ago. In addition, we increased our
                           promotion cost to support the February sweeps, and
                           a news-related cost increase for war coverage.

                           At the Fox Broadcasting Network, EBIT DA for the
                           quarter was $37 million, compared to a loss of $45
                           million a year ago. This significant improvement
                           reflects increased prime-time revenues from a 32%
                           increase in ratings, and improved pricing as a
                           result of that; also - as a result of success,
                           rather, of the network's schedule, and particularly
                           from the shows, Joe Millionaire and American Idol,
                           and these improvements were partially offset by
                           increased marketing costs on our new midseason

                           The improvement at the Fox Network also reflects
                           the non-recurrence of the Super Bowl on Fox, which
                           resulted in a loss at the network level a year ago;
                           and Peter will give you more detail on the network
                           in just a couple of minutes.

                           Moving on to the cable network programming segment,
                           this segment reported EBIT DA of $106 million, a
                           $23 million increase over last year's results, on
                           18% revenue growth. This segment continues to
                           experience increases in subscribers and ad
                           revenues, while controlling costs across all
                           networks. Given that these networks are still
                           developing, we expect our operating margins in this
                           segment to continue to grow for some time to come.

                           The Fox News Channel continued its growth in the
                           third quarter. This growth was achieved, despite
                           preemption's and increased costs for war coverage.
                           Ad sales, which increased nearly 50%, led the
                           quarter's growth.

                           The regional sports networks also continued their
                           growth this quarter, and achieved double-digit
                           revenue growth from increases in DTA subscribers.
                           Reduced broadcast operations costs also contributed
                           to the improved result. The quarter was, however,
                           affected by the blackout of Fox Sports North and
                           Sunshine Network, for which carriage terms were
                           agreed after the quarter ended, and the impact was
                           about $6 million.

                           Speed Channel also continued its growth in the
                           quarter, with a 13% increase in subscribers and a
                           59% increase in advertising revenues from year-ago

                           At FX , revenues were up 17%, driven by higher
                           advertising revenues from ratings and pricing, and
                           the addition of approximately four million subs
                           from a year-ago level.

                           With that on Fox, let's turn our attention to News
                           Corporation and the additional operations that are
                           not included as part of the Fox Group. News
                           Corporation overall reported operating income in
                           the third quarter of $685 million, a 25% increase
                           over last year's reported results. The majority of
                           this improvement was generated by our filmed
                           entertainment, television and cable network
                           businesses, the results of which we just discussed.
                           Additionally, both our book publishing and our
                           magazines and inserts segments performed well this

                           Losses at our associated entities before other
                           items of $26 million were primarily the result of
                           the inclusion of our share of losses at Stream.
                           These losses at Stream reflect the seasonality, the
                           amortization of soccer rights in this quarter. This
                           performance was offset in part or these losses were
                           offset in part by our share of the BSkyB results,
                           and BSkyB has just reported this morning, so I
                           refer you to that release.

                           News Corporation's net profit for the third quarter
                           before other items is $298 million, versus $236
                           million a year ago. Earnings per ADR were $0.23,
                           versus $0.18 a year ago. The results on a per-share
                           basis reflect the substantially higher operating
                           income from our consolidated businesses, partially
                           offset by the lower results from our associates.

                           Looking at News Corp.'s divisional results, our
                           film and our cable segment results at News Corp.
                           are in line with the comments I just made at Fox.
                           At News Corporation's television segment, operating
                           income was $207 million, up 82% over the
                           third-quarter results from a year ago. This
                           performance primarily reflects the growth at the
                           network and the stations discussed earlier.

                           In addition, Star continued to enjoy operating
                           profit growth this quarter, despite costs
                           associated with the launch of our channel in China.
                           Star's revenues grew by more than 20% from an
                           increase in subscribers. This is mainly at Star
                           Plus in India.

                           Our magazines and inserts segment reported
                           operating income of $76 million, a 6% improvement
                           over last year's quarterly result; and this
                           improvement is driven by higher revenues,
                           particularly in the FSI division and reduced paper
                           cost offset, offset in part by increased operating
                           costs at the in-store division. These costs are
                           principally related to higher payments to retailers.

                           In the newspaper segment, operating income reported
                           in U.S. dollars is $115 million, $11 million lower
                           than the third quarter a year ago. Advertising
                           revenue gains both in the United Kingdom and
                           Australia were offset by circulation revenue
                           declines in the U.K. as a result of the Sun's cover
                           price reduction to match its competitor.

                           In Australia, stronger advertising trends from the
                           particularly health real estate, telecommunications
                           and automobile sector, coupled with reduced
                           newsprint costs, increased our operating income in
                           local currency terms by 6%.

                           Harper Collins, our book business, had another
                           solid quarter, delivering earnings in line with
                           last year of $23 million.

                           Moving on to our balance sheet for a couple of
                           minutes, the company continues to strengthen our
                           financial condition. During the quarter, in a
                           series of transactions, the company took advantage
                           of the opportunities in the debt markets, and
                           essentially refinanced high-coupon near-term debt
                           maturities with new issues that were lower-coupon
                           and longer-dated.

                           We also issued a new security over our BSkyB
                           shares, and redeemed the majority of the old
                           security, which had been outstanding since 1996.
                           This transaction will save us about $40 million in
                           cash a year. At March 31st, our debt balances
                           decreased from year-end levels by nearly $860
                           million to $7.8 billion, and our cash balances
                           stood at $4.9 billion.

                           After the quarter, which Rupert just mentioned a
                           minute ago, we closed on the acquire of Telepiu. It
                           now will form Sky Italia. This will be a new
                           reporting segment, by the way, for the company.
                           Cash paid at the closing totaled approximately 425
                           million euros, and we have assumed approximately
                           $350 million of Telepiu's public debt.

                           Finally, before I talk about guidance, as indicated
                           in our last call, the company generates over 80% of
                           our operating cash flow in the last six months of
                           the fiscal year. So far in the first nine months of
                           this year, cash flow from operations less capital
                           expenditures was approximately $1.3 billion. This
                           is an improvement of approximately $400 million
                           over last year's level.

                           Finally, moving on to our expectations for the year
                           and before I do that, I need to provide some
                           Regulatory-G comments.

                           As more completely described in Fox's 10-K and
                           10-Q's filing, and in the earnings release
                           distributed today, we believe EBIT DA is the key
                           financial performance matrix for Fox. It is
                           determined by taking operating income and adding
                           back depreciation and amortization. If you are
                           looking to reconcile our estimates of Fox's 2003
                           EBIT DA to operating income, we estimate that
                           depreciation and amortization for the year will
                           approximate $300 million.

                           Now with that, let me address our expectations. As
                           we look at the remainder of fiscal 2003,
                           essentially all of our operating divisions are
                           projecting continued growth. Operating indicators
                           through April have been encouraging, with few
                           exceptions; but we do remain cautious on the

                           In our previous-quarter conference call, we
                           indicated expectations for 2003 EBIT DA growth at
                           Fox to be in the range of 40% to 45% above 2002
                           levels; and based on the assumptions inherent in
                           our projections, we are increasing our growth
                           expectations for fiscal 2003 to approximately 55%.

                           At News Corporation, our previous guidance, which
                           included the operating losses of Sky Italia,
                           indicated a low to mid-20% growth rate above fiscal
                           2002 operating income levels. We are now increasing
                           our operating income growth estimates at News
                           Corporation to the low 30% range.

                           With that, I would now like to turn the call over
                           to Peter, who will provide more color on our

P. Chernin                 Thank you, Dave. I think Rupert and Dave
                           have given a pretty clear picture of the reasons
                           for the operational strength that's reflected in
                           our third-quarter results. I'd just like to take a
                           minute to give you a sense of what we plan to do
                           with that strength going forward, particularly at
                           the Fox assets.

                           When it comes to our film operations, obviously our
                           video and DVD businesses will continue to drive the
                           kinds of strong and steady results that were seeing
                           now. But I'd say that even more important is the
                           strong string of successful motion pictures that
                           our studio continues to produce. During the past
                           quarter, this streak included three number-one box
                           office releases in a row, with the openings of Just
                           Married, Phone Booth and Daredevil, an achievement
                           that was quickly followed by X2, which opened ten
                           days ago to a record $155 million worldwide on its
                           opening weekend; and in its first ten days has now
                           brought in more than $270 million in worldwide box
                           office. I might add that the total worldwide box
                           office of the first film was about $280 million, so
                           in the first ten days, we've essentially matched
                           the first film. This kind of movie and the previous
                           three are the streak that feeds our pipeline of
                           video and DVD releases, and we will work to extend
                           it over the coming quarters. This weekend, we
                           released Down With Love, with Ewan McGregor and
                           Renee Zellweger. In July, we have Sean Connery in
                           League of Extraordinary Gentlemen. In November, we
                           have Peter Weir's Master and Commander, with
                           Russell Crowe; and at Christmas, we'll release both
                           Cheaper by the Dozen, which is a very wholesome and
                           appealing family movie; and a new Farrelly Brothers
                           comedy, Stuck on You, which is not.

                           In television, we're obviously very happy with our
                           positive momentum and increased revenues both of
                           which we intend to maximize and drive forward. At
                           the heart of these improvements is the strong
                           turnaround at the Fox Broadcasting Company, which
                           has lifted ratings and ad revenues not only at the
                           network, but across our 35 U.S. television

                           On Thursday, we'll announce our fall lineup of
                           shows, so I don't have too much to say about our
                           programming plans, but I can tell you that we will
                           continue to leverage the strength that, in the past
                           quarter, delivered Fox its first-ever sweeps
                           victory among adults 18 to 49; and put is, I think,
                           at a very competitive place to potentially win this
                           month's sweeps as well.

                           I can also tell you that we're in a much stronger
                           position going into the up-fronts than we were a
                           year ago. We have far higher ratings across our
                           entire schedule; more powerful legions with which
                           to launch new shows; more stability across more
                           nights; and a lot fewer holes to fill than last

                           American Idol 2 is clearly a national phenomenon, a
                           franchise hit that is doing for us what Survivor
                           did for CBS several years ago. With two weeks to
                           go, the show is posting very strong numbers across
                           all age groups, and we're expecting its finale over
                           the next two weeks to generate very big numbers.
                           The strength of American Idol has lifted our entire
                           schedule, most importantly, scripted series, which
                           will be the foundation of our schedule going

                           24 has grown this season. Bernie Mac, That 70's
                           Show, and Simpsons have all upped their ratings
                           substantially this season. Oliver Bean, the premier
                           of which we did about 60 days ago, has been an
                           early success; and another new comedy we launched
                           in midseason, Wanda at Large, is the
                           second-highest-rated new comedy of the season.

                           This summer, we plan to build on this momentum with
                           early launches of numerous shows, as we go into a
                           12-month-a-year scheduling thing, in order to
                           better cushion the effects of post-season baseball,
                           to get a head start on the fall and to maximize our
                           marketing dollars, to help us release new

                           In cable, the big story is obviously Fox News
                           Channel. But I'd say the bigger story is how well
                           Fox News is doing with the end of the war.
                           Obviously driven by the war, Fox News ended the
                           past quarter as the highest-rated basic cable
                           channel in prime time, the first news channel to
                           rate number one in more than 12 years.

                           Since the war, Fox News has managed better than any
                           of its competitors to hold on to its new viewers,
                           and with the cost of preemption's and other
                           war-related expenses behind us, we can look forward
                           to greater ad sales and margin expansion from here.

                           We can also look forward to the continued growth of
                           revenues and operating profits at our regional
                           sports networks, and at FX. With more DTH
                           subscribers and higher affiliate rates at the
                           RSN's, with steadily increasing subs and ad
                           revenues at FX, and with two of cable's
                           fastest-growing channels in National Geographic and
                           Speed, we have a lot of confidence that cable
                           network programming will continue to be a major
                           growth driver for the company.

                           Given the number and the effectiveness of our
                           growth engines, the outlook for both News Corp. and
                           Fox in the coming quarters is very positive, as
                           reflected in our upgraded forecasts which Dave just
                           gave you, and particularly throughout these five
                           consecutive quarters of double-digit growth.

                           With that, Dave, Rupert, Lachlan and I would be
                           happy to answer any questions you may have.

                           Coordinator Jessica Reif-Cohen, you may ask your
                           question, and please state your company name.

J. Reif-Cohen              It's Merrill Lynch. I have two completely separate
                           questions. One, Peter, could you comment on your
                           outlook for the up-front market for both the TV
                           network and your cable networks?

                           Separately, completely separate, is a sports
                           question: Dave mentioned that there was an impact
                           from being taken off the advanced Newhouse Systems
                           for the RSN's, and Peter mentioned affiliate fee
                           increases for the RSN's. Could you just talk
                           generally about the RSN's, where you see affiliate
                           fees going? Is there any change in your rights fees
                           from the new deal with Cablevision? I understand
                           you're on a tier now. What with the advanced
                           Newhouse resolution, just speak about that. Thank

P. Chernin                 First, as for the up-front, I'm obviously not going
                           to make any predictions about the up-front. I think
                           that there's a bunch of very positive things, which
                           we have going for us. Clearly, we have great
                           ratings momentum going into it at Fox. I think,
                           excluding the Super Bowl, we're up 30% in calendar
                           '03. I think we've got the best demos of any
                           network, which will continue; and I think that
                           there seems to be strong demand in key categories:
                           movies, cars, retail, fast food, etc., financial
                           services, the wireless. So right now, all the signs
                           are pretty good, and I think we're in a good
                           position, I believe as good a position as any
                           network, to play this marketplace. I personally
                           believe that the cable CPM's will be slightly
                           stronger than network CPM's. Again, I think with
                           the growth of FX and particularly the News Channel
                           and Speed, etc., we're in a good position to play
                           those. The RSN's, we had a settlement with
                           Time-Warner and with the Newhouse Systems which we
                           feel very good about. It's obviously confidential,
                           but it represented the kind of increase that we
                           expected in our budget, and I think we are planning
                           these businesses for the long-term, which is, we
                           think that they can continue to grow.

                           On the other hand, we're not interested in gouging
                           the cable operators and driving sports fees to the
                           points, where we get deliberately migrated to other
                           tiers. So I think we're looking to build long-term
                           profitable businesses with our cable operators. We
                           believe that they are valuable basic services, and
                           we think we've got a pretty good equation,
                           certainly in the short to midterm going forward, of
                           keeping our rights fees under control and hopefully
                           growing our affiliate fees at a slightly larger

J. Reif-Cohen              May I just follow up with one question on the
                           advertising side, Peter? Could you at least discuss
                           the outlook for calendar Q2 or your fiscal Q4 for
                           TV stations.

P. Chernin                 I think maybe I'd be better served having Lachlan
                           do that.

L. Murdoch                 Sure, Jessica. For the rest of the year, the
                           station pacings show moderate increases above last
                           year. The June month, the end of this current
                           quarter, appears to soften and flatten out, to
                           being slightly negative; although automotive and
                           entertainment revenue really remain the main
                           drivers. So for this fourth quarter that we're in
                           now, we'll see sort of a mid-single-digit growth
                           for the quarter for the pace.

Coordinator                Richard Bilotti, you may ask your question, and
                           please state your company name.

R. Bilotti                 Rich Bilotti from Morgan Stanley.
                           Gentlemen, in looking at both your network level
                           and your station level, it appears that you spent
                           considerable sums, and you sort of reference this
                           in your comments, on promoting your schedule.
                           Looking at the year-over-year change in revenue
                           growth, excluding the Super Bowl, at the network it
                           was obviously up a lot, and the stations were up.
                           So could you walk us through how you made that
                           decision, and does that come back to - in other
                           words, can you monetize that in fiscal '04?

                           I guess if you want to look at it from a very
                           concise point of view, does spending that money
                           this year allow you to create operating leverage
                           such that, especially at the station groups,
                           year-on-year margins continue to improve next year
                           as they did this year?

P. Chernin                 Rich, let me answer that question first
                           from the network, although I think it probably
                           extends a little bit to the station group, since
                           the bulk of our marketing spend was at the network.
                           I believe we probably increased our marketing spend
                           by about $25 million in this fiscal quarter that
                           we're reporting. I think it was exactly the right
                           thing to do for ongoing leverage, and will be
                           reflected in ongoing leverage.

                           If you recall, we came out of December with pretty
                           disastrous November and December ratings, and it
                           was critical for us to build up the network. So if
                           you look at what we launched in this quarter, we
                           launched Joe Millionaire, which we'll bring back in
                           the fall and we don't have to relaunch out. We
                           clearly launched American Idol 2, which has proven
                           to be as close to an invaluable property as there
                           is in the television business. We launched Wanda at
                           Large, which looks like a success. We launched
                           Oliver Bean, which looks like a success; and we
                           launched The Pits, which doesn't look like a

                           But I think we were very committed to turning
                           around the network, which we felt was something
                           critical to do. We were in the ratings doldrums in
                           the fourth calendar quarter, and we felt it was
                           critical to turn around the network, both for its
                           own performance and for the station performance.

                           I think those results were certainly reflected
                           almost immediately in the February sweeps. We
                           expect them to be reflected again in the May
                           sweeps; and I think that, as I alluded to with
                           Jessica's question, I think that the unparalleled
                           strength which Fox has going into the up-fronts,
                           which - I would rather be the Fox Network going
                           into these up-fronts, than the other networks,
                           given our ratings momentum and our demos - I think
                           a lot of that strength is a reflection of that
                           marketing. Clearly it's the strength - it's a
                           reflection of the shows more than anything, but we
                           felt that we had the goods in the shows, and we
                           wanted to market them aggressively. I think it will
                           be leveraged over next year, both on the network
                           and also on the stations.

L. Murdoch                 Just to echo that on the station group side, with
                           some additional war costs in this quarter, but also
                           some station group spending on the sweeps
                           promotions, which we didn't spend in '02, caused
                           our costs to get pushed up higher than they would
                           have otherwise been. I think, to Peter's point,
                           there was money very well spent. Every single
                           Fox-affiliated O&O was number one in the 18 to 49
                           demographic in the last sweep, which is a fantastic
                           result; and we'll see in the fourth quarter sort of
                           the expense line will come back into line with the
                           historical growth of well below 2%.

R. Bilotti                 Would that mean that in terms of looking at
                           this - this is the first time in about four or five
                           quarters that we didn't see margin expansion in the
                           station business, Lachlan. Does that mean that with
                           the fourth fiscal quarter and perhaps the first and
                           second fiscal quarter of next year, if expense
                           growth goes back to 2%, we can expect to see
                           further margin expansion on a year-over-year basis?
L.                         Murdoch The answer is yes. There's lower program
                           amortization coming in next year, which helps a
                           lot; and that's offset somewhat by expansion of
                           news; I think about 60 hours of news next year that
                           we're planning on expanding, particularly in the
                           mornings on some of the stations. But net, the
                           margin will increase, yes.

R. Murdoch                 I'd just add, this last quarter was affected by,
                           certainly, 10 or $15 million, by preemption's of
                           advertising for the war coverage.

R. Bilotti                 Thank you very much. R. Murdoch Twenty. I'm
                           corrected, $20 million.

Coordinator                Anthony Noto, you may ask your question, and please
                           state your company name.

A. Noto                    Goldman Sachs. Peter, your cable networks continue
                           to outperform with strong top-line growth, and as
                           we analyze your affiliate fees relative to the
                           competitive networks in each genre, you seem to
                           continue to be under-leveraged in terms of your
                           audience size relative to your affiliate fees. I
                           know your contracts are a couple of years out from
                           ending. Is there an opportunity in the near term to
                           be able to go back to the cable MSO's and
                           renegotiate the affiliate fees for the Fox News
                           Channel and FX that are clearly continuing to gain
                           market share, but continue to be under-indexed on
                           the affiliate fee side? If not, through the cable
                           networks, is there an opportunity to try to capture
                           affiliate fees through the broadcast network?

                           Then, one other question: If I interpret your
                           guidance correctly, it appears that you're actually
                           taking your fiscal fourth-quarter EBIT DA up by
                           about $50 million to $60 million. Is it fair to
                           assume that that upside for the next quarter is
                           actually a continuation of the strength at the
                           broadcast network, and do you see this as the
                           inflection point for the broadcast network? Thanks.

P. Chernin                 I guess I have a sort of non-answer for the cable
                           questions, which is, I don't want to sort of
                           pre-negotiate on a conference call with cable
                           operators' affiliate fees. We believe that our job
                           is to improve the ratings performance, improve the
                           desirability, to improve the profile of these
                           networks, and to make them must-haves for
                           consumers, and that the affiliate fees will follow
                           suit. We're constantly having internal discussions
                           and discussions with cable operators about what the
                           best way is for us to maximize the results. But
                           doing our job on a day-to-day basis is growing the
                           ratings, growing the profile and growing the
                           consumer demand for these services.

                           I think no one has done that better than Fox News,
                           but I also feel that we're accomplishing the same
                           things at the RSN's, at FX, at Speed, at Nat Geo.
                           We're very cognizant of where our rates are,
                           relative to others'. Clearly, our rates are
                           currently below CNN's, which is a joke. We'll
                           maximize that, but we're not going to pre-negotiate
                           on this call.

                           The same thing is true, frankly, at the broadcast
                           networks. I think that certainly if you look at the
                           fact that 45% of all viewing on cable systems is
                           the broadcast networks, we would expect to get our
                           just desserts for that; but we'll figure out the
                           exact way to do it, and we'll announce it when the
                           time comes.
                           As for the guidance -

D. DeVoe                   Yes, I think, of course, on the guidance,
                           it's a calculation; and you can make that
                           calculation easily. But I think the more important
                           part is, yes, I think it does speak to our
                           confidence as to where we think the business is
                           probably going to carry over as we start fiscal
                           '04, yes.

A. Noto                    Just one other follow-up question on News
                           Corporation: In the U.K., your competitor has
                           raised prices. From a pricing standpoint
                           strategically, how do you think about pricing in
                           the U.K. versus gaining circulation?

R. Murdoch                 As of today, we're back to our old prices.

A. Noto                    Great. Thank you.

R. Murdoch                 The war is over, and we've increased our
                           lead over the competition by 8%. Coordinator
                           Brendon Lyons, you may ask your question, and
                           please state your company name.

B. Lyons                   Brendon Lyons, J.B. Weir. I was just
                           interested in the forward-pacing comments in
                           regards to the fourth quarter for your station
                           group. On Sinclair's conference call recently, they
                           said that the Fox stations were actually down
                           fourth quarter on last year. How do you reconcile
                           the different outlooks there?

R. Murdoch                 That's Sinclair's problem.

D. DeVoe                   We do a better job.

L. Murdoch                 I can't reconcile the comment, because
                           fourth quarter, as I mentioned in response to
                           Jessica's question, we're up both in revenue terms
                           and - you can probably read into Sinclair's answer
                           in market share terms as well.

B. Lyons                   Then, if I can just ask a follow-up question:
                           Are you able to give some sort of split of the Iraq
                           war impact in terms of splitting it out between the
                           cable group and the network?

D.DeVoe                    I think we'd rather not get into that level
                           of specificity, particularly - I'm sorry, we're
                           checking on these new SEC regulations, so I guess I
                           can now give this. These are roughly, broadly, the
                           numbers I gave you.

                           About $20 million at the stations; about $5 million
                           at the network; about $10 million at the News
                           Channel; and the balance is at our print

R. Murdoch                 That's revenue. There were costs -

(Parties speaking simultaneously.)

D. DeVoe                   It's operating income - well, mainly, it's both.
                           It's both revenue and costs.

Coordinator                Raymond Katz, you may ask your question, and please
                           state your company name.

K. Mangliss                Thank you, it's Katie Mangliss for Raymond
                           Katz of Bear Sterns. We have two questions. One is,
                           if Lachlan can give us a little bit more color on
                           how the local piece of advertising is going at the
                           TV stations. Also, if you would be kind enough to
                           give us an idea of the mix of DVD sales at the TV
                           and film studio business, please.

L. Murdoch                 I'll start with the local piece. Local sales are
                           obviously sort of in line with national, being up
                           in the fourth quarter now, and this is reflected in
                           the third quarter as well that we've just passed,
                           in the mid-single digits. I'm going to say the Fox
                           stations, so of our O&O's, obviously the Fox
                           affiliates are stronger than our UPN affiliates. If
                           anything, our UPN affiliates are dragging down the
                           overall Fox station group pacings for both
                           quarters. We'd be up much stronger if we were just
                           focused on the Fox affiliates, and that obviously
                           dampens to some degree the revenue in those duopoly

P. Chernin                 I'll answer the DVD question. We don't
                           break these out specifically, so I don't have a
                           number off the top of my head. What I can tell you
                           is that certainly, TV product represents far less
                           than 25% of our DVD revenues, and the bulk of it
                           continues to be and will be driven by film product,
                           both new releases and library product.

Coordinator                George Colman, you may ask your question, and please
                           state your company name.

G. Colman                  It's Citigroup-Smith Barney. Peter, I hate to push
                           the point, but these film numbers are simply
                           outstanding. Can you give any more color at all on
                           the incremental impact of syndication on DVD in the
                           quarter? I guess the issue is how long you can
                           continue to beat the odds in such a spectacular
                           fashion in first release.

P. Chernin                 I think that "spectacular" may be a little strong.
                           We're pleased with the results. We'd like to see
                           more, quite honestly. I'm not sure it's a function
                           of beating the odds. I think what we are trying to
                           do is two things: To continue to have a steady,
                           predictable result from our library and our
                           past-yea releases on the movie side, flowing into
                           DVD and home video; and then I guess the simple way
                           of saying it is, make sure we don't screw it up in
                           the new-release business. To make sure that we are
                           releasing new movies that have economics that make
                           sense, that are solidly profitable on their own,
                           and that will continue to drive the following
                           year's results in DVD and video.

                           I would never predict long long-term in the movie
                           business, but I think if you look at the
                           foreseeable future, the new movies we've released
                           in the past four or five months are what are going
                           to drive our DVD and video revenues during fiscal
                           '04, and we feel very good about that. In the
                           television business, it's the same thing, which is
                           that we obviously have a great library and a great
                           backlog of syndication, and the key is, can we
                           produce at a cost-effective basis new shows, and
                           hopefully continue to add to that syndication
                           business, which we feel pretty good about.

                           We've got Bernie Mac getting ready for syndication.
                           We have Yes, Dear, which has grown - it's probably
                           I think the fastest-growing show on CBS this
                           season. We've launched Still Standing, which was
                           the number-one new comedy on television this year
                           on CBS; so we think we are continuing to add to
                           that syndication pipeline, and that's really the
                           name of the game, is to maximize the current shows,
                           keep them on the air for four or five seasons, and
                           then make sure we can add one, two new shows a year
                           to that pipeline. We think that that program is in
                           place and working quite well.

D. DeVoe                   Yes, and too, that business has roughly
                           doubled its earnings contribution, the television
                           production business, year over year in the quarter.

G. Colman                  I'm sorry, Dave; what was that?  Did you give a
                           number on that?

D.                         DeVoe I didn't give a number, because we don't
                           break out that separately, and we really don't want
                           to start doing it. But it doubled its contribution
                           from a year ago, the television production

G. Colman                  That's great. Just one, if I could just change tack
                           slightly for a moment. If, as now seems likely, the
                           FCC increases the television station ownership
                           capital to 45%, and retains the UHF discount, and
                           if deals do follow that in the short term, to what
                           extent are you materially constrained from either a
                           balance sheet or an FCC perspective, given the
                           impact of the Hughes deal?

R. Murdoch                 Legally, nowhere at all. But I would think that as
                           a matter of company strategy, we would only be
                           interested in one or two very selective markets. We
                           are not out to increase the reach dramatically.
                           We'd like more duopolies, of course, in any of the
                           top 20 markets.

L. Murdoch                 I think very importantly is that with the 35
                           stations that we currently operate, we have ample
                           opportunity to facilitate in swaps for the markets
                           that we would like to acquire, as opposed to paying
                           any cash or shares.

Coordinator                Spencer Wang, you may ask your question, and please
                           state your company name.

S. Wang                    Two quick questions. Can you quantify the impact of
                           the sports write-down, if there was any in the
                           quarter. Then, secondly, on the RSN's, do you have
                           any affiliation agreements that come up in the next
                           12 to 24 months? Thanks.

D. DeVoe                   With respect to the write-down, due to Regulation G,
                           we cannot quantify what the effect might have been in
                           the quarter.

P. Chernin                 That's for affiliation deals. We may have
                           some little bits and pieces. The only significant
                           one which comes up in the next 12 to 24 months I
                           believe is a number of Cox systems.

Coordinator                Alex Pollak, you may ask your question, and please
                           state your company name.

A. Pollak                  It's Alex Pollak from the Quarry Bank in Sydney.
                           Just a quick question on the DVD business. I think
                           in the last conference call, there was some talk
                           about somewhere down the track maybe, in the film
                           business, you could be hitting a billion dollars'
                           worth of EBIT. I think you declined to kind of give
                           a year date on that; but you're at $500
                           million-plus for the three quarters and you've got
                           a pretty strong pipeline. So it doesn't look all
                           that impossible, given the strength of the DVD
                           sales, and also the fact that you got some TV
                           product coming through, which is, after all, found
                           revenue if you like, that you could put a time
                           frame on that billion dollars at all? That's one

                           I have another one that is just a more technical
                           question on the cash flows, and that is, you did -
                           two questions, actually. There was a $300 million
                           release of provisions in the quarter, point one;
                           and on the investment side of it, you bought the
                           Chicago station I think in the first quarter for
                           about $450 million U.S.; there's another $500
                           million U.S. of investment spending. Could you just
                           outline what that's on, please?

P. Chernin                 I'll answer the billion-dollar question
                           first, which I think was, if I recall, Mr. Murdoch
                           setting a standard which he expects us to achieve;
                           and I guess we'd better figure out a way to do it.
                           But we don't have a date, and I'm sure he'll hold
                           our feet to the fire to get there.

                           The one thing I would take exception with is the
                           characterization of DVD TV revenues as "found
                           money." I think what we are in the business of is
                           creating the highest-quality product that we can in
                           both the TV and the film business, and then
                           figuring out the way to maximize its exploitation
                           across as many media as possible. I think what that
                           money reflects is the strength and desirability of
                           certain of our key assets: X-Files, Simpsons, etc.

A. Pollak                  Yes; I only meant that it was bad insofar as
                           you cost it all out on the basis of first-run,
                           syndication, etc.; and then to have this DVD kicker
                           at the end of it, before coming in, when you hadn't
                           envisaged it when you commissioned the shows is in
                           that sense found.

P. Chernin                 But look, to be fair, the marketplace is
                           constantly shifting. I think that you'll see - our
                           three main sources of revenue are on TV products,
                           which is syndication, international sales and DVD's
                           - are constantly shifting. You'll see pressure in
                           one area and growth in another. We're always
                           looking to maximize across all three of them, but
                           they don't all grow at the same time.

A. Pollak                  Yes. Just on the cash flows?

D. DeVoe                   Alex, there really weren't any significant
                           investments in the quarter; and I'm not following
                           where you are with the release of the provisions,
                           other than we had significant collections on
                           receivables and we paid down creditors. So maybe
                           what you might want to do specifically is, why
                           don't you call Reed -

A. Pollak                  Yes.

D. DeVoe                   -- go through on the details, because I just don't
                           know what it is you're referring to.

A. Pollak                  I mean, it's not a criticism at all. The general
                           cash flows, I think $1.3 billion is what you
                           released in the quarter, after interest, tax and
                           working capital, and before cap ex is a pretty
                           spectacular result, so just a couple of technical
                           questions there. But I'll deal with those later.

D. DeVoe                   By the way, that $1.3 billion was after cap ex.

A. Pollak                  Thank you.

Coordinator                Kathy Styponias, you may ask your question, and
                           please state your company name.

K. Styponias               Thank you, Prudential Securities. Two
                           questions. You mentioned that - I believe it was
                           Peter - mentioned that for the Fox Network, we're
                           going to see a lot more scripted shows in the
                           coming television season. I was wondering if you
                           can give us a little bit of color of what you
                           expect your programming costs to look like on the
                           entertainment side, as well as the sports side.

                           Then, also a question for Peter: At a Senate
                           hearing earlier this week, some of the cable CEO's
                           that testified suggested that they might need
                           Congressional support to get rid of re-transmission
                           consent/must carry. How does that impact how you
                           think about your network business and your cable
                           nets on a go-forward basis, if that is to come to
                           fruition? Thanks.

P. Chernin                 As for the first question, I think we're a couple
                           of days away from having a lock on what the expense
                           side of our business looks like. We're setting a
                           schedule right now. I do think, to be fair, in my
                           opinion, one of the misconceptions in the broadcast
                           business is that these reality shows are so cheap.
                           These reality shows have gotten pretty expensive.
                           They are high-quality productions shot on
                           locations, etc.; and secondly, they have no repeat
                           values. So there's not a huge cost differential
                           between the higher-quality reality shows and
                           scripted shows. But we will put together the
                           schedule that we think will maximize ratings and
                           maximize our profitability, and we're a couple of
                           days away from knowing that.

                           As for the Washington comments about retrans, first
                           of all, I think cable operators who have some
                           extraordinarily enviable positions, local
                           monopolies, are trying to negotiate in front of
                           Congress and cry "Poor;" and I think that, in my
                           opinion, any right-thinking member of Congress will
                           look at the importance of free broadcasting for
                           this country and will look to, if anything, I would
                           think improve the position of broadcasters in
                           retrans, given that the bulk of the viewing on
                           cable systems is occurring for broadcasters.

                           So I don't take those comments that seriously, and
                           I think that we would expect to be appropriately
                           compensated for product which we think is the
                           highest-quality product that's available on any -
                           broadcasting, cable, anyplace else, which is great
                           series, great sports, great local services and news
                           and local products. I don't particularly take it

Coordinator                Yolanta Mosojada, you may ask your question, and
                           please state your company name.

Y. Mosojada                It's Credit Suisse First Boston. Can I ask
                           whether you're expecting to receive any cash out of
                           independent newspapers, and whether there are any
                           other asset sales that are on the agenda?

R. Murdoch                 Could you repeat that? I didn't quite hear
                           that, I'm sorry.

Y. Mosojada                Do you expect to get any cash out of the
                           independent newspaper's sale of its newspaper
                           business? And are there other asset sales that are
                           on your agenda, or is it a priority at all for the

L. Murdoch                 Let me deal with the independent newspapers
                           first, Yolanta. First of all, it's really an issue
                           for I&L's board, what they do with their proceeds
                           of the sale of their newspapers. But we are not
                           currently at this stage expecting to gain any cash
                           out of New Zealand at this stage.

                           In terms of other acquisitions, Dad, I don't know
                           if you want to answer that.

R. Murdoch                 I don't think we really want to get into any
                           discussions of acquisitions of newspapers at this

L. Murdoch                 I think Yolanta was referring to any - Yolanta,
                           you're talking about any--

Y. Mosojada                Any other asset sales, so are there any
                           other peripheral assets that - or any assets that
                           you would deem peripheral, that you would look to
                           be selling?

R. Murdoch                 No. I think it's well known that we're selling the
                           Dodgers, or hoping to; we have them for sale and we
                           have some promising negotiations. But we can't say
                           any more than that.

G. Ginsberg                Operator, we have time for one last question.

Coordinator                Our last question comes from Doug Mitchelson. You
                           may ask your question, and please state your company

D. Mitchelson              Doug Mitchelson from Deutsche Bank. Thank you. Two
                           quick questions. I know that on the programming
                           cost side, you don't want to be pinned down; but I
                           think just looking at your schedule and the
                           changes, I think it would be fair to imply
                           programming costs should be up a normal amount this
                           year; is that at least in the right ballpark? I
                           know you should be pretty close in your schedule.

                           Then, secondly, where are we on television cost
                           cuts? Have they fully cycled in, Lachlan, or do we
                           still have more to go on the duopoly savings? Thank

P. Chernin                 Again, I would say that going in, I would expect
                           television programming costs to have normal
                           escalations, but in some ways, the big indication
                           of where you end up is how quickly you cancel
                           expensive series. If we cancel another Girls' Club
                           and Firefly within the first month, our costs will
                           probably go up more substantially. On the other
                           hand, if our new series are more successful and we
                           have less expensive cancellations, our costs could
                           go down; so I think it's too early to really know
                           where those are going to come out. But it feels
                           overall like a pretty normal year.

D. Mitchelson              Is American Idol under several renewals?

P. Chernin                 Yes.

D. Mitchelson              And then on the television cost side?

L. Murdoch                 In terms of the television stations - and they're
                           sort of cost-savings-driven from the duopolies - by
                           the end of this quarter, so by the end of this
                           fiscal year, we will be done with everything,
                           except New York. I think in the next few months, we
                           complete some of the master control sort of
                           facilities for a number of the stations. Then, next
                           year, all that's left is the progress of New York
                           consolidation of the duopoly; and that will be done
                           through the course of next year. It's hard to
                           quantify that at the moment, just because we're in
                           negotiations with the unions and other people about

G. Ginsberg                Thank you, everyone, for joining us on the call. If
                           you have any additional questions, as always, feel
                           free to call Reed, myself or Craig Fallenstein in
                           New York, and have a good day.

                                     * * *

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