Exhibit 10.2

                            FEG LIBOR PROMISSORY NOTE

          As of December 22, 2003

          $2,000,000,000

     FOR VALUE RECEIVED, the undersigned, Fox Entertainment Group, Inc, a
Delaware corporation (the "Promisor") promises to pay to the order of FEG
Holdings, Inc., a Delaware corporation ("Promisee"), at the office of the
Promisee at c/o News America Incorporated, 1211 Avenue of the Americas, New
York, New York 10036, or at such other address as to which the Promisee or any
other holder shall give notice to the Promisor, (i) the principal sum of Two
Billion Dollars ($2,000,000,000) on June 30, 2009 (the "Maturity Date"), and
(ii) interest on the principal amount remaining unpaid hereunder from time to
time outstanding from the date hereof until the Maturity Date (or such later
date as the Principal Amount shall be repaid in full), accruing at a rate per
annum equal to the London Interbank Offered Rate ("LIBOR") plus 1% payable
quarterly on March 31, June 30, September 30 and December 31 of each year (or if
such date is not a business day in New York, NY, then on the next business day)
(an "Interest Payment Date"), commencing on the next Interest Payment Date
following the date of this Libor Promissory Note, until the unpaid principal
amount of this Libor Promissory Note, together with all accrued and unpaid
interest, has been paid in full.

     Notwithstanding any other provision of this Libor Promissory Note, the
Promisor may, at its option, prepay this Libor Promissory Note, in whole at any
time or in part from time to time, without penalty or premium, each such
prepayment to be accompanied by the payment of accrued interest to the date of
each prepayment on the amount prepaid.

     Promisor hereby covenants and agrees with Promisee that it shall not
prepay, and shall cause its subsidiaries not to prepay, any or all of the
principal amount of any promissory note owed by Promisor or any of its
subsidiaries to Promisee or to any of the affiliates of Promisee prior to the
stated maturity date of any such promissory note, unless and until the principal
and all accrued and unpaid interest on this Libor Promissory Note have been paid
in full.

     If (a) the Promisor shall fail to pay any principal of or interest on this
Libor Promissory Note when due (whether by scheduled maturity, acceleration,
demand or otherwise), or (b) the Promisor shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against the Promisor
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for such person or for any substantial part of its property; or
the Promisor shall take any action to authorize or effect any of the actions set
forth above in this clause (b); then the Promisee may, at its option,(i) declare
the outstanding principal amount of the Libor



Promissory Note and all other amounts due hereunder to be immediately due and
payable, whereupon the outstanding principal amount of this Libor Promissory
Note and all such other amounts (including accrued interest) shall become and
shall be forthwith due and payable, without diligence, presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived,
and (ii) exercise any and all of its other rights under applicable law and
hereunder.

     The Promisor agrees that all notices or other communications provided for
hereunder shall be in writing (including telecommunications) and shall be mailed
or delivered to the Promisor at the address of the Promisor set forth next to
its signature, or at such other address as may hereafter be specified by the
Promisor to the Promisee (at its address set forth herein) in writing. All
notices and communications shall be effective (i) if mailed, when received or
three days after mailing, whichever is earlier, and (ii) if delivered, upon
delivery.

     No failure on the part of the Promisee to exercise, and no delay in
exercising, any right, power, privilege or remedy hereunder, shall operate as a
waiver thereof, nor shall any single or partial exercise thereof by the Promisee
preclude any other or further exercise thereof or the exercise of any other
right, power, privilege or remedy of the Promisee. No amendment or waiver of any
provision of this Libor Promissory Note, nor consent to any departure by the
Promisor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Promisee, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

     Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

     The Promisor hereby agrees to pay on demand all costs and expenses
(including, without limitation, all fees and expenses of counsel to the
Promisee) incurred by the Promisee in connection with the enforcement of the
Promisee's rights, and the collection of all amounts due, hereunder.

     This Libor Promissory Note shall be governed by and construed according to
the internal laws of the State of New York without giving effect to conflicts of
law principles. Any action arising out of or relating to this Libor Promissory
Note may, at the election of the Promisee, be brought and prosecuted only in
that State, and in the event of such election, the Promisor hereby consents to
the jurisdiction and venue of any courts in such jurisdiction and waives trial
by jury.



     IN WITNESS WHEREOF, the undersigned has caused this Libor Promissory Note
to be executed by its duly authorized representative, as of the date and year
first above written.

                                               Fox Entertainment Group, Inc.

                                               By: /s/ Lawrence A. Jacobs
                                                   -----------------------------
                                                   Name: Lawrence A. Jacobs
                                                   Title: Senior Vice President