Exhibit 5.4


                                         Exchange House
                                         Primrose Street
                                         London EC2A 2HS
                                         Telephone        +44 (0)20 7374 8000
                                         Facsimile        +44 (0)20 7374 0888
British Sky Broadcasting Group plc       DX 28
(the "Company")                          www.herbertsmith.com
6 Centaurs Business Park                 Your Ref
Grant Way                                Our Ref          2148/5007
ISLEWORTH                                Date             14th August 2003
Middlesex
TW7 5QD


Dear Sirs

Registration Statement on Form F-3

1.   We act as English legal advisers to the Company, a company incorporated
     under the laws of England and Wales, and have been requested by the Company
     to issue this opinion in connection with certain matters relating to the
     registration statement on Form F-3 (the "Registration Statement") to which
     the Company is a registrant (Registration Statement Number 333-106837), as
     amended, filed with the Securities and Exchange Commission (the
     "Commission") under the United States Securities Act of 1933 (the
     "Securities Act") to register the following securities: $1,655,000,000
     0.75% Senior Exchangeable BUCS issued by News Corporation Finance Trust II
     (the "BUCS"); the guarantee of the BUCS by The News Corporation Limited
     (the "BUCS Guarantee"); $1,655,000,000 0.75% Senior Exchangeable Debentures
     of News America Incorporated (the "Debentures"); the guarantees of the
     Debentures by The News Corporation Limited and certain of its subsidiaries
     (the "Debenture Guarantees"); 528,542,915 Preferred Limited Ordinary Shares
     of The News Corporation Limited (the "TNCL Preferred Ordinary Shares"); and
     299,479,756 ordinary shares of the Company (the "Relevant Ordinary
     Shares").

2.   We are solicitors qualified in England and express no opinion as to any law
     other than English law at the date hereof. This opinion is governed by and
     shall be construed in accordance with English law and no opinion is
     expressed or implied as to the laws or regulations of any other
     jurisdiction.

3.   We express no opinion as to the validity or the enforceability of the BUCS,
     the BUCS Guarantee, the Debentures, the Debenture Guarantees or the TNCL
     Preferred Ordinary Shares or any arrangements relating thereto.


4. For the purposes of the opinions contained in this letter, we have examined
the following:

     4.1  a copy of the certificate of incorporation of the Company dated 25
          April 1988, the certificates of incorporation on change of name of the
          Company dated 11 August 1988, 1 April 1990, 19 December 1990 and 1
          July 1994 and the certificate of



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Date       14th August 2003
Letter To: British Sky Broadcasting Group plc


          incorporation on re-registration of the Company as a public company
          dated 4 November 1994;

     4.2  a copy of the memorandum and articles of association of the Company
          certified as true, complete and up-to-date as at 11 August 2003 by the
          company secretary of the Company;

     4.3  a copy of the resolutions of the board of directors of the Company or
          of a committee of the board of directors of the Company, certified as
          true, complete and in full force and effect as at 11 August 2003 by
          the company secretary of the Company, listed in Appendix A;

     4.4  a copy of the resolutions of the shareholders of the Company
          authorising increases in the authorised but unissued share capital of
          the Company and allotments of shares in the capital of the Company
          certified as true, complete and in full force and effect as at 11
          August 2003 by the company secretary of the Company, listed in
          Appendix B;

     4.5  a microfiche obtained from the Companies Registry, London Search
          Office on 5 August 2003 in respect of the Company (the "Companies
          Registry Search");

     4.6  a search of the Central Index of Winding-Up Petitions conducted by
          telephone at 11 a.m. on 14 August 2003 in respect of the Company (the
          "Central Index Search"); and

     4.7  Form 20F/A in respect of the Company for the Company's financial year
          ended 30 June 1996.

5.   The opinions set out in this letter are based upon the following
     assumptions:

     5.1  that all signatures, stamps or seals, if any, on all documents
          supplied to us as originals or copies of originals are genuine;

     5.2  that all documents submitted to us are authentic and complete;

     5.3  that all matters stated in any documents on which we have relied are
          and remain accurate;


     5.4  that the copy of the memorandum and articles of association of the
          Company referred to in paragraph 4.2 above is true, complete and
          up-to-date and that no amendments have been or will be made to such
          memorandum and articles of association;

     5.5  that the resolutions referred to in paragraph 4.3 were validly passed
          at duly convened and quorate meetings of the board of the Company or
          at duly convened and quorate meetings of appropriately authorised and
          empowered meetings of the appropriate committee of the board of the
          Company or were validly passed by written resolution of the board or
          committee as relevant and remain in full force and effect;

     5.6  that the resolutions referred to in paragraph 4.4 were validly passed
          at duly convened and quorate meetings of the shareholders of the
          Company and remain in full force and effect;



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Letter To  British Sky Broadcasting Group plc


     5.7  that the documents mentioned in paragraph 4 which are dated earlier
          than the date hereof were accurate when issued and remain accurate and
          in full force and effect;

     5.8  that the Companies Registry Search revealed all matters required by
          law to be notified to the Companies Registry and that the information
          revealed is complete and accurate and that further searches (if made)
          would not have revealed additional or different matters that could
          have affected the opinions contained in this letter;

     5.9  that the information revealed by the Central Index Search is complete
          and accurate and that further searches would not have revealed
          additional or different matters that could have affected the opinions
          contained in this letter;

     5.10 that the Company has not passed or will not pass a winding-up
          resolution and no petition has been or will be presented or order made
          by a court for the winding-up or administration of the Company and no
          receiver, administrative receiver, administrator, judicial manager or
          liquidator has been or will be appointed in relation to the Company or
          any of its respective assets or revenue; and

     5.11 that all ordinary shares in the capital of the Company, if any, issued
          following the date of this opinion shall only be issued by the Company
          as fully paid or credited as fully paid following the grant of all
          necessary approvals and passing of all necessary resolutions including
          (but without prejudice to that generality) those of the shareholders
          and the board of directors of the Company in each case in full
          compliance with all then applicable laws and regulations.

6.   On 22 October 1996 we issued an opinion that the Company has an issued
     share capital as set out in the Form 20-F/A incorporated by reference in
     the prospectus issued by the Company dated 2 October 1996 and on the basis
     of the above paragraphs and in reliance thereon and subject to the
     qualifications set out below and to matters not disclosed to us, we are of
     the opinion, as of the date hereof that:

     6.1  the Company is a company duly incorporated in England and Wales and
          validly existing under English law;

     6.2  the 1,937,855,492 ordinary shares of the Company in issue as at 11
          August 2003 (including, if applicable, the Relevant Ordinary Shares)
          were validly allotted and are fully paid, or credited as fully paid,
          and consequently no further sum may be called to be paid upon such
          shares by the Company; and

     6.3  all ordinary shares in the capital of the Company, if any, issued
          following the date of this opinion (including, if applicable, the
          Relevant Ordinary Shares) shall be validly allotted and will be fully
          paid or credited as fully paid and consequently no further sum may be
          called to be paid upon such shares by the Company.

7.   The opinions set out above are subject to the flowing qualifications:

     7.1  any Companies Registry search may not completely and accurately
          reflect the corporate situation of the Company due to (i) failure by
          officers of the Company to file documents that ought to be filed, (ii)
          statutory prescribed time periods within which documents



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Letter To  British Sky Broadcasting Group plc


          evidencing corporate actions may be filed, (iii) the possibility of
          additional delays (beyond the statutory time limits) between the
          taking of the corporate action and the necessary filing at the
          Companies Registry, (iv) the possibility of delays in the Companies
          Registry copying material onto the microfiche and (v) errors and
          mis-filing that may occur;

     7.2  any Central Index search may not completely and accurately reveal
          whether or not petitions for winding-up or administration orders have
          been lodged since (i) whilst in relation to winding-up petitions it
          should show all such petitions issued in England and Wales, it is
          limited to petitions for administration issued in London only, (ii)
          there may be delays in entering details of petitions on the index,
          (iii) County Courts may not notify the Central Index immediately (if
          at all) of petitions which they have issued, (iv) enquiries of the
          Central Index, in any event, only show petitions presented since June
          1994 and (v) errors and mis-filling may occur;

     7.3  in respect of the opinion set out in paragraph 6.3, the Company is not
          bound to issue future ordinary shares in the capital of the Company
          fully paid or credited as fully paid; and

     7.4  in so far as any of the foregoing opinions may express or be deemed to
          express any opinion as to future events or matters, our opinion is
          based solely upon existing law in force as at today's date, upon
          existing documents of which we have knowledge and the matters
          disclosed by the searches referred to at paragraphs 4.5 and 4.6.

8.   We hereby consent to the use of this opinion as Exhibit 5 to the
     Registration Statement and all references to our firm in the Registration
     Statement. In giving the forgoing consent, we do not admit that we are in
     the category of persons whose consent is required under Section 7 of the
     Securities Act or the rules and regulations of the Commission promulgated
     thereunder.


Yours faithfully


/s/ Herbert Smith
-----------------
    Herbert Smith







                                   Appendix A

Certified Copy Written Resolution of the Committee of the Board of Directors
dated 2 January 1996

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 April 1997

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 June 1997

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 December 1997

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 15 December 1997

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 December 1997

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 12 January 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 19 January 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 2 February 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 9 February 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 23 February 1998

Certified Copy Written Resolution of the Board of Directors dated 16 March 1998

Certified Copy Written Resolution of the Board of Directors dated 23 March 1998

Certified Copy Written Resolution of the Board of Directors dated 20 April 1998

Certified Copy Written Resolution of the Board of Directors dated 6 May 1998



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Letter To  British Sky Broadcasting Group plc


Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 26 May 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 15 June 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 29 June 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 17 August 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 1 September 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 14 September 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 September 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 9 November 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 23 November 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 7 December 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 16 December 1998

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 15 February 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 1 March 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 15 March 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 29 March 1999



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc


Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 May 1999

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 28 May 1999.

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 21 June 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 25 June 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 17 August 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 23 August 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 13 September 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 27 September 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 October 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 25 October 1999

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 1 November 1999

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 4 November 1999

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 8 November 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 November 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 30 November 1999



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



Certified Copy Minutes of a Meeting of a Committee of the Board of Directors
dated 3 December 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 3 December 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 13 December 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 December 1999

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 4 January 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 January 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 1 February 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 February 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 14 February 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 February 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 1 March 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 March 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 March 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 24 March 2000

Certified Copy Written Resolutions of a Committee of the Board of Directors
dated 29 March 2000



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



Certified Copy Written Resolution of a Committee of the Board of Directors dated
29 March 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 5 April 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 6 April 2000

Certified Copy Extract of Minutes of a Meeting of a Committee of the Board of
Directors dated 14 April 2000

Certified Copy Extract of Minutes of a Meeting of the Board of Directors dated 9
May 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 May 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 May 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 24 May 2000

Certified Copy Extract of Minutes of a Meeting of the Executive Committee of the
Board of Directors dated 15 June 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 12 June 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 27 June 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 29 June 2000

Certified Copy Minutes of a Meeting a Committee of the Board of Directors dated
12 July 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 July 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 July 2000



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc


Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 14 August 2000

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 17 August 2000

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 18 August 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 September 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 14 September 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 29 September 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 November 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 November 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 15 November 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 November 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 December 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 December 2000

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 3 January 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 3 January 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 7 February 2001



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 7 March 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 7 March 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 4 April 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 April 2001

Certified Copy Minutes of a Meeting of a Committee of the Board of Directors
dated 8 May 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 9 May 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 May 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 21 May 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 29 May 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 6 June 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 June 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 27 June 2001

Certified Copy Minutes of a Meeting of a Committee of the Board of Directors
dated 27 June 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 26 July 2001

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 29 August 2001



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 24 September 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 27 September 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 6 November 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 15 November 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 26 November 2001 at 11 am

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 26 November 2001 at 4 pm

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 3 December 2001

Certified Copy Written Resolutions of the Remuneration Committee of the Board of
Directors dated 5 December 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 7 December 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 10 December 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 December 2001

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 3 January 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 4 January 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 February 2002

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 1 March 2002



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Letter To  British Sky Broadcasting Group plc



Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 6 March 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 March 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 March 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 March 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 March 2002

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 2 April 2002

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 3 April 2002

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 5 April 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 April 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 16 May 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 24 May 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 June 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 21 June 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 June 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 June 2002



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 1 August 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 6 August 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 19 September 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 30 September 2002

Certified Copy Minutes of a Meeting of a Committee of the Board of Directors
dated 11 November 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 November 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 November 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 26 November 2002

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 3 December 2002

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 30 December 2002

Certified Copy Written Resolution of the Executive Committee of the Board of
Directors dated 2 January 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 8 January 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 9 January 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 17 February 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 20 February 2003



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Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 28 March 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 11 April 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 13 May 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 22 May 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 16 June 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 24 June 2003

Certified Copy Minutes of a Meeting of the Executive Committee of the Board of
Directors dated 18 July 2003



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                                   Appendix B

Certified Copy Minutes of the Seventh Annual General Meeting held on 10 November
1995

Certified Copy Minutes of the Eighth Annual General Meeting held on 1 November
1996

Certified Copy Extract of the Minutes of the Ninth Annual General Meeting held
on 12 November 1997

Certified Copy Minutes of the Tenth Annual General Meeting held on
30 October 1998

Certified Copy Minutes of the Eleventh Annual General Meeting held on
15 October 1999

Certified Copy Minutes of the Twelfth Annual General Meeting held on
3 November 2000

Certified Copy Minutes of the Thirteenth Annual General Meeting held on
2 November 2001

Certified Copy Extract of the Minutes of the Fourteenth Annual General Meeting
held on 8 November 2002