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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CAREY CHASE   2. Issuer Name and Ticker or Trading Symbol NEWS CORP [NWS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEWS CORPORATION INCORPORATED, 1211 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2004 (Street) NEW YORK, NY 10026 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price TNCL Preferred Limited Voting Ordinary Shares 10/04/2004   M   98,000 A $ 9.35 (2) 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/04/2004   S   98,000 D (1) $ 7.96 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/05/2004   M   240,000 A $ 9.35 (2) 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/05/2004   S   240,000 D (1) $ 7.98 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   M   120,000 A $ 9.35 (3) 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   S   120,000 D (1) $ 8 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   M   120,000 A $ 4.79 (4) 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   S   120,000 D (1) $ 8 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   M   3,000 A $ 7.73 (5) 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   S   3,000 D (1) $ 8 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   M   22,000 A $ 11 (6) 0 D   TNCL Preferred Limited Voting Ordinary Shares 10/06/2004   S   22,000 D (1) $ 8.05 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 9.35 (2)

10/05/2004

M

240,000 (7)

(8)

09/07/2008

Preferred Shares

240,000 (7)

$ 0

0

D

Stock Option (right to buy)

$ 9.35 (3)

10/06/2004

M

120,000 (7)

(8)

09/07/2008

Preferred Shares

120,000 (7)

$ 0

0

D

Stock Option (right to buy)

$ 4.79 (4)

10/06/2004

M

120,000 (7)

(8)

08/19/2007

Preferred Shares

120,000 (7)

$ 0

0

D

Stock Option (right to buy)

$ 7.73 (5)

10/06/2004

M

3,000 (7)

(8)

11/15/2009

Preferred Shares

2,000 (7)

$ 0

0

D

Stock Option (right to buy)

$ 11 (9)

10/06/2004

M

22,000 (7)

(8)

10/09/2012

Preferred Shares

22,000 (7)

$ 0

0

D

Stock Option (right to buy)

$ 7.73 (10)

10/09/2002

A

4,500 (11)

(8)

10/09/2012

Class A Common

4,500 (11)

(11)

4,500 (11)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAREY CHASE C/O NEWS CORPORATION INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10026	X

Signatures

/s/ Laura O'Leary, Attornery-in-Fact for Chase Carey		11/12/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	ADSs representing the shares were sold. Each ADS represented 4 underlying shares of The News Corporation Limited ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares").
(2)	Reported in Australian dollars. The exercise price was US$6.75.
(3)	Reported in Australian dollars. The exercise price was US$6.78.
(4)	Reported in Australian dollars. The exercise price was US$3.47.
(5)	Reported in Australian dollars. The exercise price was US$5.60.
(6)	Reported in Australian dollars. The exercise price was US$7.97
(7)	Share numbers reported are actual numbers of TNCL Preferred Shares received. On 11/12/2004, the effective date of the reorganization of TNCL to the United States (the "Reorganization"), each outstanding option over TNCL Preferred Shares was cancelled and an option over Class A Common Stock for half the number of underlying TNCL Preferred Shares was issued in exchange therefore.
(8)	The options provide for vesting as to 25% on each anniversary date after the date of the original grant date.
(9)	Reported in Australian dollars. The exercise price was US$7.97.
(10)	Reported in Australian dollars. On the grant date, the exercise price would have been US$4.23 after giving effect to the one for two exchange ratio.
(11)	Received in exchange for 9,000 options held over TNCL Preferred Shares in connection with the Reorganization. On 11/12/2004, the effective date of the Reorganization, each outstanding option over TNCL Preferred Shares was cancelled and an option over Class A Common Stock for half the number of underlying TNCL Preferred Shares was issued in exchange therefore.
Remarks: This is part 3 of a three part Form 4.

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