Edgar Filing: Eddington Roderick I

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Eddington Roderick I

2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [NWS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NEWS AMERICA INCORPORATED, 1211 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004

(Street)

NEW YORK, NY 10036

4. If Amendment, Date Original Filed(Month/Day/Year)
11/12/2004

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

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

4. Transaction Code
(Instr. 8)

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

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

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

8. Price of Derivative Security
(Instr. 5)

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

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

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 35.66 ⁽¹⁾

10/18/2000

6,000 ⁽²⁾

⁽³⁾

10/18/2010

Class A Common Stock

6,000 ⁽²⁾

⁽²⁾

6,000 ⁽²⁾

Stock Option (right to buy)

$ 22.54 ⁽⁴⁾

10/11/2001

6,000 ⁽²⁾

⁽³⁾

10/11/2011

Class A Common Stock

6,000 ⁽²⁾

⁽²⁾

6,000 ⁽²⁾

Stock Option (right to buy)

$ 15.46 ⁽⁵⁾

10/09/2002

6,000 ⁽²⁾

⁽³⁾

10/09/2012

Class A Common Stock

6,000 ⁽²⁾

⁽²⁾

6,000 ⁽²⁾

Reporting Owners

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

Signatures

/s/ Laura O'Leary, as Attorney-in-Fact for Roderick I. Eddington		11/19/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reported in Australian dollars. On the grant date, the exercise price would have been US$18.55 after giving effect to the one for two exchange ratio.
(2)	Reporting Person is amending the Form 4 originally filed on November 12, 2004 to correct a typographical error on that Form 4. A stock option to purchase 6,000 shares of Class A Common Stock was granted to the Reporting Person, not 60,000 as previously reported. The option was received in exchange for an option held over The News Corporation Limited's ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares") in connection with TNCL's reorganization to the United States (the "Reorganization"). On 11/12/2004, the effective date of the Reorganization, each outstanding option over TNCL Preferred Shares was cancelled and an option over Class A Common Stock for half the number of underlying TNCL Preferred Shares was issued in exchange therefore.
(3)	The option provides for vesting as to 25% on each anniversary date after the date of the original grant date.
(4)	Reported in Australian dollars. On the grant date, the exercise price would have been US$11.22 after giving effect to the one for two exchange ratio.
(5)	Reported in Australian dollars. On the grant date, the exercise price would have been US$8.45 after giving effect to the one for two exchange ratio.

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

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