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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LIBERTY MEDIA CORP /DE/
  2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [NWS; NWS.A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12300 LIBERTY BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2004
(Street)

ENGLEWOOD, CO 80112
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Variable Forward Contract (oblig. to sell variable amount) (1) (2) 12/27/2004   J(2)     0.83 (1) (2)   (1)(2)   (1)(2) Class B Common Stock (1) (2) (1) (2) 0.17 (1) (2) I By wholly-owned subsidiary (1) (2)
Variable Forward Contract (oblig. to sell variable amount) (3) (4) 12/27/2004   J(4)     0.83 (3) (4)   (3)(4)   (3)(4) Class B Common Stock (3) (4) (3) (4) 0.17 (3) (4) I By wholly-owned subsidiary (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LIBERTY MEDIA CORP /DE/
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112
    X    

Signatures

 By: /s/ Charles Y. Tanabe, Senior Vice President   12/29/2004
**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) Prior to the Reporting Person becoming a 10% owner, Liberty NC, Inc., a wholly-owned subsidiary of the Reporting Person, was a party to a variable forward contract with a financial institution ("FI") which required Liberty NC to deliver a variable number of underlying securities not to exceed 40,000,000 shares to FI on June 8, 2006 in exchange for an aggregate of $598,080,000. The number of underlying securities to be delivered would be based upon the average market price of the underlying securities during an averaging period prior to the delivery date. If such average market price is less than $14.952 per share, then Liberty NC would be obligated to deliver the full amount of underlying securities to FI, and if such average market price is above that price per share Liberty NC would be obligated to deliver a lesser amount of underlying securities to FI based upon a predetermined formula.
(2) On December 27, 2004, Liberty NC and FI agreed to terminate a portion of the variable forward contract with respect to 33,200,000 shares thereby reducing the maximum amount of shares deliverable thereunder to 6,800,000 shares. Such variable number of shares would be deliverable in exchange for an aggregate of $101,673,600. In connection with such termination, Liberty NC agreed to pay FI $28,350,000.
(3) Prior to the Reporting Person becoming a 10% owner, Liberty NC, Inc., a wholly-owned subsidiary of the Reporting Person, was a party to a variable forward contract with FI which required Liberty NC to deliver a variable number of underlying securities not to exceed 40,000,000 shares to FI on January 9, 2007 in exchange for an aggregate of $598,080,000. The number of underlying securities to be delivered would be based upon the average market price of the underlying securities during an averaging period prior to the delivery date. If such average market price is less than $14.952 per share, then Liberty NC would be obligated to deliver the full amount of underlying securities to FI, and if such average market price is above that price per share Liberty NC would be obligated to deliver a lesser amount of underlying securities to FI based upon a predetermined formula.
(4) On December 27, 2004, Liberty NC and FI agreed to terminate a portion of the variable forward contract with respect to 33,200,000 shares thereby reducing the maximum amount of shares deliverable thereunder to 6,800,000 shares. Such variable number of shares would be deliverable in exchange for an aggregate of $101,673,600. In connection with such termination, Liberty NC agreed to pay FI $28,350,000.

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