F-3/A

As filed with the Securities and Exchange Commission on August 19, 2003

Registration No. 333-106837

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM F-3/S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEWS AMERICA INCORPORATED

(Exact name of Registrant as specified in its charter)

Delaware	2711	13-3249610
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York, NY 10036

(212) 852-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

NEWS CORPORATION FINANCE TRUST II

(Exact name of Registrant as specified in its charter)

Delaware	9995	90-6018418
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York, NY 10036

(212) 852-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

THE NEWS CORPORATION LIMITED

(Exact name of Registrant as specified in its charter)

Australia	2711	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2 Holt Street

Surry Hills, New South Wales 2010, Australia

(Country Code 61) 2-9-288-3000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

FEG HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	7812	51-0385056
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1300 North Market Street, Suite 404

Wilmington, DE 19801

(302) 888-1615

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

FOX ENTERTAINMENT GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware	7812	95-4066193
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York, NY 10036

(212) 852-7111

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

NEWS AMERICA MARKETING FSI, INC.

(Exact name of Registrant as specified in its charter)

Delaware	2711	62-1396771
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York, NY 10036

(212) 782-8000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

NEWS PUBLISHING AUSTRALIA LIMITED

(Exact name of Registrant as specified in its charter)

Delaware	2711	13-3249611
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York, NY 10036

(212) 852-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

BRITISH SKY BROADCASTING GROUP plc

(Exact name of Registrant as specified in its charter)

England and Wales	4833	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Grant Way

Isleworth, Middlesex TW7 5QD

England

(Country Code 44) (207) 705-3000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Arthur M. Siskind, Esq.

News America Incorporated

1211 Avenue of the Americas

New York, NY 10036

(212) 852-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Jeffrey W. Rubin, Esq.

Hogan & Hartson L.L.P.

875 Third Avenue

New York, NY 10022

(212) 918-3000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement is being filed on Form F-3/S-3. All of the guarantors, other than Fox Entertainment Group, Inc., are wholly-owned subsidiaries of The News Corporation Limited and, therefore, are included as registrants on The News Corporation Limited’s registration statement on Form F-3 pursuant to General Instruction I.A.5 of Form F-3. Fox Entertainment Group, Inc. is a subsidiary of The News Corporation Limited, but is not wholly-owned. As a result, this Registration Statement is filed pursuant to the requirements of Form S-3 with respect to Fox Entertainment Group, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any State where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 19, 2003

PROSPECTUS

US$1,655,000,000

News Corporation Finance Trust II

0.75% Senior Exchangeable BUCS^SM

(original liquidation preference US$1,000 per BUCS)

exchangeable into the ordinary shares of British Sky Broadcasting Group plc or the cash value thereof and guaranteed on a senior basis by

The News Corporation Limited

News Corporation Finance Trust II, or the trust, issued and sold the 0.75% Senior Exchangeable BUCS, which we refer to as the BUCS, in transactions not requiring registration under the Securities Act of 1933, as amended, which we refer to as the Securities Act, in March and April 2003, at an issue price of US$1,000 per BUCS, plus any accrued distributions thereon from March 21, 2003. The News Corporation Limited, which we refer to as News Corporation, has guaranteed the payment of distributions and the amount payable upon redemption of the BUCS. Each of the BUCS represents an undivided beneficial ownership in the assets of the trust. News Corporation, directly or indirectly, owns all of the beneficial interests in the assets of the trust represented by the common securities of the trust. The trust invested the proceeds of this offering in 0.75% senior exchangeable debentures due March 15, 2023, which we refer to as the debentures, of News America Incorporated, which we refer to as News America. The debentures are guaranteed on a senior basis by News Corporation and certain of its subsidiaries.

Exchange at Your Option.    Each BUCS is exchangeable on or after April 2, 2004 at your option for the value of the reference shares, calculated as described in this prospectus. The initial reference shares for each US$1,000 original liquidation preference of BUCS consist of 77.09 ordinary shares of British Sky Broadcasting Group plc, which we refer to as BSkyB, and any other publicly traded common equity securities that may be distributed on or in respect of these BSkyB ordinary shares (or into which any of those securities may be converted or exchanged). You will receive this amount, at our election, through delivery of reference shares, cash or a combination thereof.

Distributions.    We will make distributions on the BUCS semi-annually on March 15 and September 15, beginning September 15, 2003, at the per annum rate of 0.75% of the original liquidation preference of US$1,000 per BUCS.

Distributions in Respect of Reference Shares.    We will distribute to you 75% of any regular cash dividends and 100% of any extraordinary dividends and distributions (other than publicly traded common equity securities, which will become additional reference shares) paid in respect of the reference shares. The liquidation preference of each BUCS will be reduced for extraordinary dividends or distributions made on or in respect of the reference shares.

Redemption at Your Option.    You may tender your BUCS for redemption on March 15, 2010, March 15, 2013, or March 15, 2018 for payment of the adjusted liquidation preference. We may pay the redemption price in, at our election, cash, BSkyB ordinary shares, or preferred American Depositary Shares, which we refer to as News Corporation preferred ADSs, representing News Corporation’s preferred limited voting ordinary shares,which we refer to as News Corporation preferred ordinary shares, or a combination thereof. You may also tender your BUCS for redemption in cash upon a change of control triggering event.

^SM Service mark of Salomon Smith Barney Inc.

Redemption at Our Option.    On or after March 20, 2010, we may, at our option, redeem the BUCS, in whole or in part, for cash or BSkyB ordinary shares, or a combination thereof at the adjusted liquidation preference plus accrued and unpaid distributions and any final period distribution.

Maturity.    The BUCS do not have a stated maturity date, although they are subject to mandatory redemption upon the repayment of the debentures at their stated maturity. The debentures will mature on March 15, 2023. At the maturity of the underlying debentures, the amount of cash you will be entitled to receive with respect to your BUCS is the adjusted liquidation preference of your BUCS plus accrued and unpaid distributions and any final period distribution.

Selling security holders will use this prospectus to offer and sell their BUCS and, to the extent required by applicable securities laws, the BSkyB ordinary shares and News Corporation preferred ADSs issuable upon exchange or redemption of the BUCS and any debentures that may be distributed to the holders of the BUCS. See “Distribution of Debentures.” We will also use this prospectus to offer and sell to the holders of the BUCS the BSkyB ordinary shares and News Corporation preferred ADSs issuable upon exchange or redemption of the BUCS, and any debentures that may be distributed to the holders of the BUCS. If the debentures are distributed to the holders of the BUCS, this prospectus would be used for the offer and sale of the BSkyB ordinary shares and News Corporation preferred ADSs issuable upon exchange or redemption of the debentures. We sometimes refer to the BUCS, guarantees of the BUCS, debentures, guarantees of the debentures, the BSkyB ordinary shares issuable upon exchange or redemption of the BUCS (or debentures) and News Corporation preferred ordinary shares underlying the News Corporation preferred ADSs issuable upon redemption of the BUCS (or debentures), collectively as the offered securities.

Investments in these securities involve risks. See Risk Factors beginning on page 7.

The selling security holders directly, or through agents designated from time to time, or through dealers or underwriters to be designated, may sell the offered securities from time to time on terms to be determined at the time of sale. See “Plan of Distribution”. To the extent required, the specific offered securities to be sold, the names of the selling security holders, the respective purchase price and public offering price, the names of such agents, dealers or underwriters, and any applicable commission or discount with respect to a particular offer will be set forth in an accompanying prospectus supplement.

We will not receive any of the proceeds from the sale of any of the offered securities. The offered securities may be offered by the selling security holders in negotiated transactions or otherwise, at fixed prices, at market prices prevailing at the time of sale or at negotiated prices. See the information under “Plan of Distribution.” Each of the selling security holders reserves the sole right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of the offered securities to be made directly or through their agents.

The selling security holders and any broker-dealers, agents or underwriters that participate with the selling security holders in the sale of the offered securities may be deemed to be underwriters within the meaning of the Securities Act. Any profits realized by the selling security holders may be deemed to be underwriting commissions. Any commissions paid to broker-dealers and, if broker-dealers purchase the offered securities as principals, any profits received by such broker-dealers on the resale of the offered securities, may be deemed to be underwriting discounts or commissions under the Securities Act.

By agreement, we will pay substantially all of the expenses incident to the registration of the BUCS, estimated to be approximately $500,000. See the information below under “Plan of Distribution” relating to indemnification arrangements between News America, News Corporation, the trust and the subsidiary guarantors and the selling security holders.

Neither the Securities and Exchange Commission, nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August    , 2003.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NEWS AMERICA INCORPORATED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE NEWS CORPORATION LIMITED. BRITISH SKY BROADCASTING GROUP PLC OR FOX ENTERTAINMENT GROUP, INC. AND THEIR RESPECTIVE SUBSIDIARIES SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.

TABLE OF CONTENTS

	Page
Where You Can Find More Information	ii
Incorporation of Certain Documents by Reference	ii
Special Note Regarding Forward-Looking Statements	iii
Enforceability of Civil Liabilities Under the Federal Securities Laws	iv
Prospectus Summary	1
Risk Factors	7
Ratio of Earnings to Fixed Charges of News Corporation	12
Ratio of Earnings to Fixed Charges of Fox Entertainment	12
Use of Proceeds	13
News America, News Corporation and Fox Entertainment	14
News Corporation Finance Trust II	16
BSkyB	17
The Subsidiary Guarantors	18
Corporate Organization of News Corporation	19
Description of Certain Indebtedness	20
Price Range of Securities	21
Dividends	23
Capitalization of News Corporation	24
Capitalization of BSkyB	26
Capitalization of Fox Entertainment	27
Foreign Exchange Rates	28
Selected Historical Financial Information of News Corporation	30
Selected Historical Financial Information of BSkyB	32
Selected Historical Financial Information of Fox Entertainment	35
Description of the BUCS	37
Description of the Debentures	63
Description of the BUCS Guarantee	71
Relationship of the BUCS, the Debentures and the BUCS Guarantee	75
Description of BSkyB Ordinary Shares	77
Description of BSkyB ADSs	82
Description of News Corporation Preferred Ordinary Shares	88
Description of News Corporation Preferred ADSs	93
Certain United States Federal Tax Considerations	102
Certain U.K. Tax Consequences	109
Selling Security Holders	110
Plan of Distribution	124
Legal Matters	126
Experts	127

WHERE YOU CAN FIND MORE INFORMATION

The News Corporation Limited is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and files reports and other information with the Securities and Exchange Commission, which we refer to as the SEC. Fox Entertainment Group, Inc., which we refer to as Fox Entertainment or FEG, and BSkyB are each also subject to the informational requirements of the Exchange Act and accordingly, file reports and other information with the SEC.

You may read and copy this information at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may also obtain copies of all or any part of such material by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. For more information about the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports and other information about issuers who file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Reports and other information concerning News Corporation, BSkyB and FEG may also be inspected at the offices of the New York Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005. You may also obtain certain of these documents at News Corporation’s website at www.newscorp.com, Fox Entertainment’s website at www.fox.com and BSkyB’s website at www.sky.com. We are not incorporating the contents of the websites of the SEC, News Corporation, BSkyB, Fox Entertainment or any other person into this document. We are only providing information about how you may obtain certain documents that are incorporated into this document by reference at these websites.

This prospectus forms part of the registration statement filed by News America Incorporated, News Corporation, Fox Entertainment and the other guarantors and BSkyB with the SEC under the Securities Act. This prospectus omits certain of the information contained in the registration statement in accordance with the rules and regulations of the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us, BSkyB and Fox Entertainment to “incorporate by reference” information into this prospectus, which means important information may be disclosed to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that News Corporation, BSkyB and Fox Entertainment have previously filed with the SEC. These documents contain important information about News Corporation, BSkyB and Fox Entertainment and their finances.

News Corporation has filed with the SEC, pursuant to the Exchange Act, an Annual Report on Form 20-F and an amendment on Form 20-F/A for the fiscal year ended June 30, 2002 and Reports on Form 6-K and  Form 6-K/A, filed November 14, 2002, May 7, 2003, May 13, 2003, May 20, 2003, July 2, 2003 and August 18, 2003, which are hereby incorporated by reference in and made a part of this prospectus.

BSkyB has filed with the SEC, pursuant to the Exchange Act, an Annual Report on Form 20-F for the fiscal year ended June 30, 2002, and Reports on Form 6-K filed June 4, 2003, August 14, 2003, and August 18, 2003 which are hereby incorporated by reference in and made a part of this prospectus.

Fox Entertainment has filed with the SEC, pursuant to the Exchange Act, an Annual Report on Form 10-K for the fiscal year ended June 30, 2002, Quarterly Reports on Form 10-Q for the periods ended September 30, 2002, December 31, 2002 and March 31, 2003, and Current Reports on Forms 8-K and 8-K/A, filed November 14, 2002, November 15, 2002, February 14, 2003, April 10, 2003, April 14, 2003, May 7, 2003, May 13, 2003 and August 13, 2003 (Item 5 only), which are hereby incorporated by reference in and made a part of this prospectus.

ii

Statements contained in any such documents as to the contents of any contract or other document referred to therein are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed with the SEC, each such statement being qualified in all respects by such reference.

Reports and other information filed by News Corporation, BSkyB and Fox Entertainment with the SEC following the date hereof, including, with respect to News Corporation and BSkyB, Annual Reports on Form 20-F and Reports on Form 6-K that indicate on the cover pages thereof that they are to be incorporated into one or more registration and, with respect to Fox Entertainment, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, shall be deemed to be incorporated by reference herein. Statements contained in this document as to the contents of any contract or other document referred to in such document are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed with the SEC, each such statement being qualified in all respects by such reference. Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein or contained in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent any statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

We will provide to you upon written or oral request, without charge, a copy of any and all of the information incorporated by reference in this prospectus (excluding exhibits to such information unless such exhibits are specifically incorporated by reference therein). Requests for copies of such information relating to News Corporation and BSkyB should be directed to: News America Incorporated, 1211 Avenue of the Americas, New York, NY 10036, Attention: Investor Relations (telephone number (212) 852-7059). Requests for copies of such information relating to Fox Entertainment should be directed to: Investor Relations, Fox Entertainment Group, Inc., 1211 Avenue of the Americas, New York, NY 10036 (telephone number (212) 852-7111).

S PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this prospectus that address activities, events or developments that we expect or anticipate will or may occur in the future, or that include the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “plans,” “intends,” “anticipates,” “continues,” “forecasts,” “designed,” “goal,” or the negative of those words or other comparable words are intended to identify forward-looking statements.

These statements appear in a number of places in this prospectus and documents incorporated by reference in this prospectus and are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are subject to risks, uncertainties and assumptions about News Corporation, and its subsidiaries and businesses, and Fox Entertainment, and its subsidiaries and businesses, including the risks and uncertainties discussed in this prospectus under the caption “Risk Factors” and elsewhere, and are not guarantees of performance. Other important factors that could affect the future results of News Corporation and Fox Entertainment and cause those results or other outcomes to differ materially from those expressed in the forward-looking statements include:

• deterioration in worldwide economic and business conditions;

• rapidly changing technology challenging our businesses’ ability to adapt successfully;

• exposure to fluctuations in currency exchange rates;

• significant changes in our assumptions about customer acceptance, overall market penetration and competition from providers of alternative products and services;

iii

• unexpected challenges created by legislative and regulatory developments;

• changes in our business strategy and development plans;

• the September 11, 2001 terrorist attacks, the military activity in Iraq, the outbreak or escalation of hostilities between the United States and any foreign power or territory and changes in international political conditions as a result of these events may continue to affect the United States and the global economy and may increase other risks; and

• other risks described from time to time in periodic reports that News Corporation and Fox Entertainment file with the SEC.

Because the above factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by News Corporation or Fox Entertainment, you should not place undue reliance on any forward-looking statement. Similarly, any forward-looking statements made by BSkyB are subject to the risks, uncertainties and assumptions referred to under “Forward Looking Statements” on page 3 of BSkyB’s Annual Report on Form 20-F for the fiscal year ended June 30, 2002 filed with the Commission on November 7, 2002. Further, any forward-looking statement speaks only as of the date on which it is made. News Corporation, BSkyB and Fox Entertainment do not ordinarily make projections of their future operating results and undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers should carefully review the other documents filed by News Corporation, BSkyB and Fox Entertainment with the SEC.

ENFORCEABILITY OF CIVIL LIABILITIES

UNDER THE FEDERAL SECURITIES LAWS

News Corporation is a corporation organized under the laws of Australia. Since some of the directors of News Corporation and certain of the experts named herein reside outside of the United States, it may not be possible to effect service of process within the United States upon such persons, directors, officers and experts or to enforce, in U.S. courts, judgments against such persons obtained in U.S. courts and predicated on the civil liability provisions of the federal securities laws of the United States. Furthermore, since all directly owned assets of News Corporation are located outside the United States, any judgment obtained in the United States against News Corporation may not be collectible within the United States. News Corporation has been advised by its Australian counsel, Allens Arthur Robinson, that there is doubt as to the enforceability of civil liabilities under U.S. federal securities laws in actions originating in federal and state courts in Australia. Allens Arthur Robinson has further advised News Corporation, however, that subject to certain conditions, exceptions and time limitations, Australian courts will enforce foreign (including U.S.) judgments for liquidated amounts in civil matters, including (although there is no express authority relating thereto) judgments for such amounts rendered in civil actions under the U.S. federal securities laws. Such counsel is not aware of any reason under present Australian law for avoiding enforcement of a judgment of a U.S. court against News Corporation or the guarantee on the ground that the same would be contrary to Australian public policy. Such counsel has expressed no opinion, however, as to whether the enforcement by an Australian court of any judgment would be effected in any currency other than Australian dollars and if in Australian dollars the date of determination of the applicable exchange rate from U.S. dollars to Australian dollars. News Corporation has expressly submitted to the jurisdiction of New York State and U.S. federal courts sitting in The City of New York for the purpose of any suit, action or proceeding arising out of the offering of the BUCS, and has appointed News America at 1211 Avenue of the Americas, New York, New York 10036 to accept service of process in any such action. See “Risk Factors—Risk Factors Relating to News Corporation—Risks Associated with the Enforceability of Judgments Against News Corporation.”

BSkyB is a public limited company incorporated under the laws of England and Wales. Most of the directors and executive officers of BSkyB reside outside the United States. In addition, substantially all of the assets of BSkyB are located outside of the United States. Although BSkyB has agreed, in accordance with the

iv

terms of the indenture, to accept service of process in the United States by agents designated for such purpose, it may not be possible for holders of BUCS (a) to effect service of process upon certain of the directors or officers of BSkyB and its subsidiaries or (b) to enforce judgments of courts of the U.S. predicated upon the civil liability of BSkyB and its respective officers and directors under the United States securities laws against any of these persons in the courts of a foreign jurisdiction. BSkyB has been advised by its English legal advisors, Herbert Smith, that there is also doubt as to the direct enforceability in England of civil liabilities predicated upon federal securities laws of the United States.

v

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not contain all the information that may be important to you. You should read the entire prospectus, as well as the information incorporated by reference, before making an investment decision. When used in this prospectus, the terms “News America,” “the Company,” “we,” “our” and “us” refer to News America Incorporated and its consolidated subsidiaries, “News Corporation” refers to The News Corporation Limited and its consolidated subsidiaries, “BSkyB” refers to British Sky Broadcasting Group plc and its consolidated subsidiaries and “Fox Entertainment” and “FEG” refer to Fox Entertainment Group, Inc. and its consolidated subsidiaries, in each case, unless otherwise specified.

News Corporation, News America and Fox Entertainment

News Corporation.    News Corporation is a diversified international media and entertainment company with operations in a number of industry segments, including filmed entertainment, television, cable network programming, magazines and inserts, newspapers and book publishing. The activities of News Corporation are conducted principally in the United States, Europe, Asia, Australia and the Pacific Basin.

News Corporation’s principal executive offices are located at 2 Holt Street, Surry Hills, New South Wales, 2010 Australia, and News Corporation’s telephone number is 61-2-9-288-3000.

News America.    News America, the principal subsidiary in the United States of News Corporation, is an operating company and holding company, which, together with its subsidiaries and affiliates, conducts substantially all of the U.S. activities of News Corporation. Through its subsidiaries, News America operates in a number of industry segments, including magazines and inserts, newspapers and book publishing.

News America’s principal executive offices are located at 1211 Avenue of the Americas, New York, New York 10036, and News America’s telephone number is (212) 852-7000.

Fox Entertainment.    News Corporation owns approximately 80.6% of the equity of Fox Entertainment, and approximately 97.0% of its voting power. Fox Entertainment is principally engaged in the development, production and worldwide distribution of feature films and television programs, television broadcasting and cable network programming.

Fox Entertainment’s principal executive offices are located at 1211 Avenue of the Americas, New York, New York 10036, and its telephone number at that address is (212) 852-7111.

BSkyB

BSkyB is the leading pay television broadcaster in the United Kingdom, or U.K., and Ireland, and is one of the leading suppliers of content, including movies, news, sports and general entertainment programming, to pay television operators in the U.K. As of June 30, 2003, there were approximately 10.7 million subscribers to BSkyB’s services, including United Kingdom and Ireland cable subscribers, of which approximately 6.8 million were direct to home, or DTH, subscribers (the remainder being wholesale customers on other platforms).

As of June 30, 2003, News Corporation indirectly owns approximately 35% of the ordinary shares of BSkyB and five of BSkyB’s 15 directors are senior executives of News Corporation or its affiliates.

1

Terms of the BUCS

On March 21 and 25, 2003 and April 2, 2003, we consummated the offering of US$1,655,000,000 aggregate original liquidation preference of 0.75% Senior Exchangeable BUCS. The offering was made in reliance upon an exemption from the registration requirements of the Securities Act. As part of the offering, we entered into a registration rights agreement with the initial purchasers of the BUCS in which we agreed, among other things, to register certain of the offered securities. Below is a summary of the terms of the BUCS.

Issuer News Corporation Finance Trust II. The only assets of the trust are the 0.75% senior exchangeable debentures due March 15, 2023 of News America. The trust will therefore have no source of payments on the BUCS other than from payments on the debentures.

Securities offered US$1,655,000,000 aggregate original liquidation preference of 0.75% Senior Exchangeable BUCS, which have been registered under the Securities Act.

Guarantor News Corporation has irrevocably and unconditionally guaranteed, to the extent set forth herein, the payment in full of (1) any accrued and unpaid distributions and the amount payable upon redemption of the BUCS to the extent News America or any guarantor has made a payment to the property trustee of interest or principal on the debentures and (2) generally, the liquidation preference of the BUCS to the extent News America has made a payment to the property trustee of interest or principal on the debentures. See “Description of the BUCS Guarantee.” In addition, News Corporation and certain of its subsidiaries will guarantee the debentures as set forth under “Description of the Debentures.”

Issue Price US$1,000 per BUCS, plus any accrued distributions from March 21, 2003.

Maturity The BUCS do not have a stated maturity date, although they are subject to mandatory redemption upon the repayment of the debentures at their stated maturity. The debentures will mature on March 15, 2023. At maturity of the underlying debentures, the amount of cash you will be entitled to receive with respect to your BUCS is the adjusted liquidation preference of your BUCS plus accrued and unpaid distributions and any final period distribution.

Distributions Distributions on the BUCS have accrued from the date of issuance and are payable in cash at an annual rate of 0.75% of the original liquidation preference of US$1,000 per BUCS. Distributions are cumulative and are payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2003. Because distributions on the BUCS are considered interest for U.S. federal income tax purposes, they do not entitle corporate holders to a dividends-received deduction.

Additional Distributions We will distribute, as an additional distribution on each BUCS, 75% of any regular cash dividend and 100% of any extraordinary dividend

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or distribution (other than publicly traded common equity securities) that correspond to dividends, distributions or other payments made in respect of the reference shares. If any publicly traded common equity securities are distributed in respect of the reference shares, those securities will themselves become reference shares.

We will pay 75% of any regular cash dividend on the reference shares to you on the next semi-annual distribution payment date on the BUCS.

All other additional distributions will be paid or made within 20 business days after the payment or delivery of the related dividends or distributions on the reference shares.

As of the date of this prospectus, BSkyB is not paying a cash dividend on its ordinary shares.

Ranking The debentures and the guarantees are unsecured senior obligations of News America and the guarantors and are intended to rank equal in right of payment to all existing and future senior unsecured indebtedness of News America and the guarantors. As of March 31, 2003, News Corporation had, on a consolidated basis, approximately A$13.02 billion (US$8.668 billion) of unsecured and unsubordinated indebtedness, all of which ranked equally with the debentures and the guarantees. The debentures will be effectively subordinated to all secured indebtedness to the extent of the value of the assets securing that indebtedness, and will be effectively subordinated to all liabilities of consolidated subsidiaries other than the guarantors. As of March 31, 2003, News Corporation, on a consolidated basis, had approximately A$195.3 million (US$130 million) of secured indebtedness.

Liquidation Preference If the trust is liquidated, holders of BUCS will be entitled to receive the liquidation preference of US$1,000 per BUCS, as adjusted, plus an amount equal to any accrued and unpaid distributions thereon to the date of payment, unless the debentures are distributed to holders. Because the liquidation preference is subject to change, the liquidation preference, at any time of determination, is referred to herein as the adjusted liquidation preference.

Adjusted Liquidation Preference The liquidation preference of the BUCS will not be reduced by any regular cash dividend amount that we distribute to holders of the BUCS.

The liquidation preference of the BUCS will be reduced by the amount of all additional distributions that we make to holders of the BUCS that are attributable to extraordinary distributions on or in respect of the reference shares. The adjusted liquidation preference will be further reduced on subsequent distribution payment dates so that the semi-annual distribution payment by us on that date does not

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represent an annualized yield on the BUCS in excess of 0.75% of the adjusted liquidation preference during the semi-annual period immediately preceding such distribution payment date. In no event will the adjusted liquidation preference ever be less than zero. Reductions to the adjusted liquidation preference will not affect the amount of the semi-annual distribution payment received by a holder of BUCS, which is based on the original liquidation preference.

Exchangeability On or after April 2, 2004 but before March 15, 2023, at your option, each BUCS can be exchanged for the exchange market value, calculated in the manner described in this prospectus, of the reference shares attributable to that BUCS. At the date of this prospectus, the reference shares consist of 77.09 ordinary shares of BSkyB per BUCS; however, the composition of the reference shares is subject to change as described in this prospectus.

The trust may pay the exchange market value of each BUCS that you present for exchange as follows:

•    in cash;

•    by delivering the reference shares attributable to the BUCS; or

•    a combination of cash and reference shares.

In addition, News Corporation may designate a financial institution to which BUCS surrendered for exchange may be offered for exchange into BSkyB ordinary shares. In order to accept BUCS so surrendered, the designated institution must agree to exchange those BUCS for a number of BSkyB ordinary shares equal to the number of BSkyB ordinary shares constituting the reference shares for such BUCS, plus cash for any fractional shares. If the designated institution declines to accept for exchange any BUCS in whole or in part, or if the designated institution agrees to accept any BUCS for exchange but does not timely deliver the related BSkyB ordinary shares, we will exchange those BUCS or parts thereof. See “Description of the BUCS—Exchange Rights.”

BSkyB and its Relationship to the BUCS BSkyB is the leading pay television broadcaster in the U.K. and Ireland, and is one of the leading suppliers of content, including movies, news, sports and general entertainment programming, to pay television operators in the U.K.

Neither BSkyB nor any other reference company will have any obligations whatsoever under the BUCS.

Redemption at Your Option You may tender your BUCS for redemption on March 15, 2010, March 15, 2013, or March 15, 2018 for payment of the adjusted liquidation preference plus accrued and unpaid distributions and any final period distribution in, at our election, cash, BSkyB ordinary

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shares, or News Corporation preferred ADSs, or any combination thereof.

Redemption at Our Option We may redeem the BUCS for cash or BSkyB ordinary shares, or a combination thereof in whole or in part, at any time on or after March 20, 2010, at the adjusted liquidation preference of the BUCS plus any accrued and unpaid distributions and any final period distribution thereon. If we make a partial redemption, BUCS in an original aggregate liquidation preference of at least US$100 million must remain outstanding.

Tax Event Redemption Upon the occurrence of a tax event (as defined in “Description of the BUCS—Tax Event Redemption”), we may redeem the BUCS in whole, but not in part, at a redemption price equal to 100% of the adjusted liquidation preference of the BUCS to be redeemed plus an amount equal to any accrued and unpaid distributions and any final period distribution thereon, but only if dissolving the trust and causing the trust to distribute the debentures to the holders of BUCS, as described in “Description of the BUCS—Distribution of Debentures,” would not prevent the occurrence of, or cure, such tax event.

Change in Control Upon a change in control triggering event with respect to News Corporation, each holder may require us to purchase all or a portion of such holder’s BUCS in cash at a price equal to the adjusted liquidation preference of the BUCS plus accrued but unpaid distributions to the date of the purchase and any final period distribution thereon. See “Description of the BUCS—Change in Control Permits Repurchase of BUCS at the Option of the Holder.”

Debentures of News America The debentures mature on March 15, 2023, and bear interest at the rate of 0.75% per annum, payable semi-annually in arrears. The payment of principal and interest on the debentures is intended to rank equal in right of payment to all existing and future senior unsecured indebtedness of News America.

Guarantee of the Debentures The debentures are unconditionally guaranteed by News Corporation and certain of its subsidiaries. The guarantee of each guarantor is intended to rank equal in right of payment to all existing and future senior unsecured indebtedness of such guarantor.

Voting Rights; Enforcement of Rights Generally, holders of BUCS do not have any voting rights. The property trustee has the power to exercise all rights, powers and privileges under the indenture with respect to the debentures, including its right to enforce News America’s or any guarantors’ obligations under the debentures upon the occurrence of an event of default, and also has the right to enforce the BUCS guarantee on behalf of the BUCS. Notwithstanding the foregoing, if an event of default under the indenture occurs and is continuing and is caused by the failure of News America and the guarantors to pay interest or

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principal or make any other payment on the debentures, a holder of BUCS may directly institute a proceeding against News America or any guarantor for enforcement of that payment.

Use of Proceeds We will not receive any of the proceeds from the sale of the BUCS by the selling security holders. See “Use of Proceeds” and “Plan of Distribution.”

Risk Factors An investment in the BUCS or securities deliverable with respect thereto involves risks. See “Risk Factors” described in: this document; “Item 3—Key Information—Risk Factors” beginning on page 4 of News Corporation’s Annual Report on Form 20-F for the fiscal year ended June 30, 2002 filed with the Commission on December 31, 2002 by News Corporation and the other information set forth in such Form 20-F or in any other documents subsequently filed with the Commission; “Risk Factors” beginning on page 6 of FEG’s Registration Statement on Form S-3 filed with the Commission on April 10, 2002; and the other information set forth in such documents or in any other documents subsequently filed with the Commission for a discussion of factors you should carefully consider before deciding to purchase any BUCS.

U.S. Federal Income Tax Consequences For U.S. federal income tax purposes, as an owner of BUCS, you will be considered a beneficial owner of a pro rata portion of the debentures held by the trust. As a beneficial owner of a debenture, the amount of interest income required to be included in income by a holder of BUCS for each year will exceed the semi-annual interest payments you actually receive. Any gain recognized by a holder on the sale or exchange of the BUCS will be ordinary interest income, and any loss will be an ordinary loss to the extent of the interest previously included in income, and thereafter, capital loss. See “Certain United States Federal Tax Considerations.”

Trading BSkyB’s ordinary shares currently trade on the London Stock Exchange and its American Depositary Shares representing BSkyB ordinary shares currently trade on the New York Stock Exchange. News Corporation preferred ADSs currently trade on the New York Stock Exchange. News Corporation and the trust have not applied and do not intend to apply for the listing of the BUCS or the debentures on any securities exchange. The BUCS are eligible for trading in the Portal Market.

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RISK FACTORS

In addition to the other information set forth in this prospectus and in the documents incorporated by reference herein, prospective investors should consider carefully the risk factors set forth below before making an investment in the securities offered pursuant to this prospectus.

Because the trust will rely on the payments it receives on the debentures to fund all payments on the BUCS, and because the trust may, in some circumstances, distribute the debentures, a decision to invest in the BUCS will also constitute an investment decision regarding the debentures. You should carefully review the information in this prospectus about the BUCS, the debentures, the guarantees and the securities deliverable upon the exchange or redemption of the BUCS.

Risk Factors Relating to News Corporation

Structural Risks.

The operations of News Corporation worldwide and the operations of News America in the United States are conducted through subsidiaries, and, therefore, News Corporation and News America are dependent upon the earnings and cash flows of their subsidiaries to meet debt service obligations, including obligations with respect to the BUCS. To the extent that subsidiaries of News Corporation, the subsidiary guarantors and News America are not themselves guarantors of the BUCS or the debentures, the claims of holders of the BUCS or the debentures will be subordinate to claims of creditors of these subsidiaries with respect to the assets of such subsidiaries in the event of bankruptcy or reorganization of such subsidiaries.

Risks Associated with the Enforceability of Judgments Against News Corporation.

News Corporation is a corporation organized under the laws of the Commonwealth of Australia. Service of process upon directors and officers of News Corporation and certain of the experts named herein who reside outside the United States, may be difficult to obtain within the United States. Furthermore, since all directly owned assets of News Corporation are located outside the United States, any judgment obtained in the United States against News Corporation may not be collectible within the United States. News Corporation has been advised by its Australian counsel, Allens Arthur Robinson, that there is doubt as to the enforceability of civil liabilities under U.S. federal securities laws in actions originating in federal and state courts in Australia. Service of process upon News Corporation in an action to enforce the guarantee may be obtained within the United States by service upon News America. News Corporation also has significant assets located in Australia. Allens Arthur Robinson has further advised News Corporation, however, that subject to certain conditions, exceptions and time limitations, Australian courts will enforce foreign (including United States) judgments for liquidated amounts in civil matters, including (although there is no express authority relating thereto) judgments for such amounts rendered in civil actions under the U.S. federal securities laws. Allens Arthur Robinson is not aware of any reason under present Australian law for avoiding enforcement of a judgment of U.S. courts on the News Corporation guarantee on the ground that the same would be contrary to Australian public policy. Such counsel has expressed no opinion, however, as to whether the enforcement by an Australian court of any judgment would be effected in any currency other than Australian dollars, and if in Australian dollars, the date of the determination of the applicable exchange rate from Australian dollars to U.S. dollars.

Risks Concerning the Guarantees.

News Corporation’s guarantee with respect to the BUCS, and the guarantees of News Corporation and the subsidiary guarantors with respect to the debentures issued by News America constitute senior indebtedness of each such guarantor and are intended to rank equal in right of payment to all present and future senior unsecured indebtedness of such guarantors. Because the factual bases underlying the obligations created pursuant to News Corporation’s various credit facilities, including the Revolving Credit Agreement (as defined in “The Guarantors”), and the other obligations constituting senior indebtedness of News America and the guarantors

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differ, it is not possible to predict how a court in bankruptcy would accord priorities as between indebtedness under facilities other than the Revolving Credit Agreement, the guarantees thereof, if any, the indebtedness under the BUCS, the debentures, the guarantees, indebtedness under the Revolving Credit Agreement and the guarantees of such indebtedness under the Revolving Credit Agreement. See “Description of Certain Indebtedness.” It is possible in certain circumstances that a court could hold obligations of a guarantor pursuant to its guarantee subordinate to direct obligations of such guarantor. In addition, if a guarantee is challenged by creditors of a guarantor, it is possible that the amount for which such guarantor is liable under its guarantee would be limited (or the rights under the guarantee could be subject to avoidance or subordination) by application of fraudulent conveyance and equitable subordination principles. Where a guarantor is not incorporated in the United States, the laws of such guarantor’s place of incorporation may also affect the ability to enforce its guarantee. News Corporation has been advised by its Australian counsel, Allens Arthur Robinson, that to the extent that the guarantee given by News Corporation is valid and enforceable in accordance with the laws of the State of New York and the United States, the laws of the jurisdiction of incorporation of News Corporation does not prevent such guarantee from being valid, binding and enforceable against News Corporation in accordance with its terms, subject to the discretionary nature of equitable remedies, statutes of limitations, estoppel and similar principles and generally to laws concerning insolvency, bankruptcy, liquidation, enforcement of security interests or reorganization or similar laws generally affecting creditors’ rights or duties. See “Enforceability of Civil Liabilities Under the Federal Securities Laws” for a discussion of the enforceability of the obligations under the guarantee against News Corporation.

Risk Factors Relating to BSkyB

BSkyB relies on intellectual property and proprietary rights, including in respect of programming content, which may not be adequately protected under current laws.

BSkyB’s services are largely comprised of content in which it owns, or has licensed the intellectual property rights, delivered through a variety of media, including broadcast programming, via interactive television services, and via the Internet. BSkyB relies on trademark, copyright and other intellectual property laws to establish and protect our rights in these products. There can be no assurance that BSkyB’s rights will not be challenged, invalidated or circumvented or that BSkyB will successfully renew its rights. Third parties may be able to copy, infringe or otherwise profit from BSkyB’s rights without its authorization. These unauthorized activities may be more easily facilitated by the Internet. In addition, the lack of Internet specific legislation relating to trademark and copyright protection creates an additional challenge for BSkyB in protecting its rights relating to its on-line business processes and other digital technology rights.

BSkyB generates wholesale revenues from a limited number of customers.

BSkyB’s wholesale customers, to whom BSkyB offers the channels owned by BSkyB and from whom BSkyB derives its cable revenues, comprise principally ntl, Inc., which we refer to as ntl, and Telewest Communications plc, which we refer to as Telewest. Economic and market factors may adversely influence the wholesale revenue BSkyB receives from ntl or Telewest which would negatively affect its business.

BSkyB is subject to a number of long term obligations.

BSkyB is a party to a number of medium or long term agreements and/or other arrangements (including in respect of programming and transmission) which impose financial and other obligations upon them. Were BSkyB unable to perform any of its obligations under these agreements and/or arrangements, it could have a material adverse effect on its business.

BSkyB operates in a highly competitive environment that is subject to rapid change and BSkyB must continue to invest and adapt to remain competitive.

BSkyB faces competition from a broad range of companies engaged in communications and entertainment services, including cable television, digital and analog terrestrial television, telecommunications providers, and

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home video products companies, as well as companies developing new technologies and other suppliers of news, information, sports and entertainment, as well as other providers of interactive services. Although BSkyB has continued to develop its services through technological innovation and in licensing a broad range of content, it is not possible to predict with certainty the changes that may occur in the future and affect the competitiveness of BSkyB’s businesses. In particular, the means of delivering various of BSkyB’s (and/or competing) services may be subject to rapid technological change.

BSkyB’s ability to compete successfully will depend on its ability to continue to acquire, commission and produce programming content, and attractively package and offer it to its customers at competitive prices. There can be no assurance that third party program services will be available to BSkyB on acceptable terms, or at all, and if so available, that such program services will be attractive to BSkyB customers. In addition, there can be no assurance that BSkyB’s agreements to acquire program content will be obtained on favorable terms or at all.

BSkyB’s business is heavily regulated and changes in regulations or failure to obtain required regulatory approvals could adversely affect its ability to operate.

BSkyB is subject to regulation primarily in the U.K. and the European Community, or the EC. The regimes which affect its business include broadcasting, telecommunications, and competition (anti-trust) laws and regulations. Relevant authorities may introduce additional or new regulations applicable to its business. BSkyB’s business and business prospects could be adversely affected by the introduction of new laws, policies or regulations or changes in the interpretation or application of existing laws, policies and regulations. Changes in regulations relating to one or more of licensing requirements, access requirements, programming transmission and spectrum specifications, consumer protection, or other aspects of BSkyB’s or any competitor’s business, could have an adverse effect on BSkyB’s business and results of operation.

On December 5, 2000, the UK Office of Fair Trading, or the OFT, announced that it was to conduct an inquiry into the affairs of British Sky Broadcasting Limited (“BSkyB Limited”), under the UK Competition Act 1998, or the Competition Act, in particular the wholesale supply by BSkyB Limited of certain of its channels to third party distributors in the U.K. Where an undertaking has intentionally or negligently infringed the Competition Act, it may be fined up to a maximum of 10% of its total U.K. turnover for each year it is found to be in breach, up to a maximum of three years. In addition, third parties, such as customers and competitors, may be entitled to recover damages where they have suffered loss as a result of conduct in breach of the Competition Act. BSkyB Limited maintained that it had not infringed the Competition Act and, on December 17, 2002, following submission by BSkyB Limited of written and oral representations, the OFT announced that BSkyB Limited had not been found in breach of competition law in respect of its investigation. Such finding by the OFT may be appealed by third parties who have a “sufficient interest” in accordance with the provisions of the Competition Act.

The EC Commission has commenced investigations into a number of agreements, decisions or practices leading to the acquisition of broadcasting rights to football events within the European Economic Area, including the sale of exclusive broadcast rights to Premier League football by the Football Association Premier League, or the FAPL.

On June 21, 2002, BSkyB Limited and the FAPL notified BSkyB Limited’s current agreements for FAPL rights to the EC Commission seeking either a clearance or exemption from Article 81 of the EC Treaty. The FAPL has also notified the rules of the FAPL to the EC Commission. On December 20, 2002, the EC Commission issued a Statement of Objections to the FAPL outlining certain concerns in respect of the FAPL’s joint selling of broadcast rights to Premier League football. On July 30, 2003, BSkyB received a request for information from the EC Commission concerning the current bidding process being undertaken by the FAPL. BSkyB is currently unable to assess whether this EC investigation will have a material effect on BSkyB.

The EC Commission is investigating the terms on which movies produced by major U.S. movie studios are supplied to distributors, including pay TV operators, throughout the European Union. BSkyB has cooperated with this investigation. At this stage, BSkyB is unable to determine whether the investigation will have a material effect on BSkyB.

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There can be no assurance that BSkyB will succeed in obtaining all requisite approvals in the future for its operations without the imposition of restrictions which may have an adverse consequence to BSkyB nor that compliance issues will not be raised in respect of operations conducted prior to the date of this prospectus.

BSkyB’s business is reliant on technology which is subject to risk, change and development.

BSkyB is dependent upon satellites which are subject to significant risks that may prevent or impair proper commercial operations, including defects, destruction or damage, and incorrect orbital placement. Loss of the transmissions from satellites that are already operational, or from BSkyB’s uplinking facilities, could have a material adverse effect on its business and operations. BSkyB employs encryption technologies which protect against unauthorized access to its services. While these encryption technologies have so far been resilient to piracy, and BSkyB continues to work with its technology supplier to maintain this status, there can be no assurance that they will not be compromised in the future. BSkyB has made and continues to make significant investment in its customer relationship management technology. The failure of any of these technologies could have a material adverse effect on BSkyB’s business.

BSkyB licenses conditional access software and receives a number of related support services, including the provision of smart cards, from NDS Group plc, or NDS, a subsidiary of News Corporation, which is its sole supplier of such technology. NDS is subject to litigation in the United States regarding certain aspects of its business. Were NDS unable to continue to provide BSkyB with such services (whether by reason of such litigation or otherwise), BSkyB’s business could be adversely affected.

There is a large existing population of digital set-top boxes (in which BSkyB has made a significant investment). If a significant number of these set-top boxes were to suffer failure, or if BSkyB’s set-top boxes were to be rendered either redundant or obsolete by other technology, the effect on BSkyB’s business could be materially adverse.

Risk Factors Relating to the Securities

BSkyB has no obligations with respect to the BUCS.

BSkyB is not involved in the offering of the BUCS, and neither BSkyB nor another reference company will have any obligations with respect to the BUCS, including any obligation to take our interests or your interests into consideration for any reason or under any circumstance. Holders of the BUCS will not be entitled to any rights with respect to the BSkyB ordinary shares or any other reference shares other than indirectly pursuant to the express terms of the BUCS or at such time, if any, that the BUCS are tendered for exchange and we elect to deliver reference shares in connection therewith.

The number of reference shares attributable to the BUCS will not adjust for some dilutive transactions involving the reference shares.

If specific dilutive or anti-dilutive events occur with respect to the reference shares, the number and type of reference shares that will be used to calculate the amount of cash or reference shares you will receive upon exchange, maturity or redemption of the BUCS will be adjusted to reflect such events. These adjustments will not take into account various other events, such as offerings of reference shares by a reference company for cash or business acquisitions by a reference company with the reference shares, that may adversely affect the price of the reference shares and may adversely affect the trading price and market value of the BUCS. We cannot assure you that a reference company will not make offerings of the reference shares or other equity securities or enter into such business acquisitions in the future.

The BUCS and the debentures may be affected by fluctuations in the market price of BSkyB ordinary shares and we cannot assure you that an active trading market will develop for these securities or that you will be able to resell these securities at or above their purchase price.

There is currently no public market for the BUCS. In addition, the liquidity of any trading market in the BUCS and, if distributed to the holders thereof, the debentures and the market price quoted for the BUCS and the

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debentures, may be adversely affected by changes in the overall market for these securities and by changes in BSkyB’s financial performance or prospects or in the prospects of companies in BSkyB’s industry generally. We cannot predict the extent to which investors’ interest will lead to a liquid trading market or whether the market price of the BUCS will be volatile. Because the BUCS and the debentures are exchangeable into BSkyB ordinary shares, their trading prices are likely to be affected by fluctuations in the market price of BSkyB ordinary shares.

The BUCS guarantee only guarantees payments on the BUCS if News America or the guarantors of the debentures make payments on the debentures.

If News America and the guarantors fail to make payments on the debentures, the trust will be unable to make the related distribution, redemption or liquidation payments on the BUCS to holders of the BUCS. In those circumstances, a holder of BUCS cannot rely on the BUCS guarantee for payments of those amounts. Instead, if News America and the guarantors are in default under the debentures, a holder of BUCS must either (1) rely on the property trustee of the trust to enforce the trust’s rights under the debentures, (2) directly sue News America and the guarantors or (3) seek other remedies to collect its pro rata share of payments owed.

News America has the option to redeem the debentures, thus causing the redemption of BUCS, without holders’ consent if specified tax events occur that render interest payments on the debentures non-deductible or subject the trust to taxation.

If specified tax events occur that render interest payments on the debentures nondeductible or subject the trust to taxation, see “Description of the BUCS—Tax Event Redemption,” News America may, subject to certain conditions, redeem the debentures, causing the redemption of the BUCS. The tax event redemption price holders of the BUCS would receive if News America redeems the debentures will be 100% of the adjusted liquidation preference of the BUCS to be redeemed, plus an amount equal to any accrued and unpaid distributions. If News America redeems the debentures, the trust will use the cash it receives from the redemption of the debentures to redeem the BUCS and common securities. If News Corporation elects not to dissolve the trust and distribute the debentures or redeem all or a portion of the debentures upon the occurrence of a tax event, we must pay any increased taxes or expenses of the trust caused by the tax event.

Adverse U.S. federal income tax consequences from acquiring BUCS.

For U.S. federal income tax purposes, as an owner of BUCS, you will be considered a beneficial owner of a pro rata portion of the debentures held by the trust. As a beneficial owner of a debenture, the amount of interest income required to be included in income by a holder of BUCS for each year will exceed the semi-annual distribution payments you actually receive. Any gain recognized by a holder on the sale or exchange of the BUCS will be ordinary interest income, and any loss will be an ordinary loss to the extent of the interest previously included in income, and thereafter, capital loss. See “Certain United States Federal Tax Considerations.”

A holder of BUCS has limited voting rights.

A holder of BUCS has limited voting rights relating only to certain modifications of the BUCS and, in specified circumstances, the exercise of the trust’s rights as holder of the debentures and the BUCS guarantee. Except during an event of default with respect to the debentures, only News America can replace or remove any of the trustees or increase or decrease the number of trustees. See “Description of the BUCS—Voting Rights.”

Ownership of BSkyB ordinary shares by News Corporation.

Although, as of June 30, 2003, News Corporation indirectly owned 686,021,700 BSkyB ordinary shares, such shares are not held on deposit for the holders of BUCS and there are no restrictions on the ability of News Corporation or its subsidiaries to dispose of their BSkyB ordinary shares at any time. Accordingly, if such shares were to be sold, it could make it more likely that a holder of BUCS would receive cash upon the exchange of BUCS.

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RATIO OF EARNINGS TO FIXED CHARGES OF NEWS CORPORATION

The tables below set forth the computation of the ratio of earnings to fixed charges of News Corporation and its subsidiaries in accordance with generally accepted accounting principles in Australia (A-GAAP) and generally accepted accounting principles in the United States (US-GAAP).

A-GAAP

	Fiscal Year Ended June 30,
Nine months ended March 31, 2003	2002		2001		2000	1999	1998
3.8	2.4		2.0		2.0	2.1	2.2
US-GAAP
	Fiscal Year Ended June 30,
Six months ended December 31, 2002	2002(1)		2001		2000	1999	1998
2.5	—	(2)	—	(2)	2.0	2.2	1.5

News Corporation computes the ratio of earnings to fixed charges by dividing earnings before income taxes and fixed charges, excluding capitalized interest, by the fixed charges. Under A-GAAP, items that are considered significant by reason of their size, nature or effect on News Corporation’s financial performance for the year are classified as other revenues and expenses before tax and, consistent with prior years treatment of abnormal items, are excluded from earnings when computing the ratio of earnings to fixed charges. Under US-GAAP, other revenues and expenses before tax are included in earnings when computing the ratio of earnings to fixed charges. This ratio includes the earnings and fixed charges of News Corporation. Fixed charges consist of interest, including capitalized interest, and the portion of rentals for real and personal properties in an amount deemed to be representative of the interest factor. A reconciliation of News Corporation’s results under A-GAAP to US-GAAP is presented in Note 20 of News Corporation’s 2002 consolidated financial statements contained in News Corporation’s 2002 Annual Report on Form 20-F, as amended.

(1) The June 30, 2002 US-GAAP ratio of earnings to fixed charges includes an A$11.7 billion charge to reduce the carrying value of News Corporation’s investment in Gemstar-TV Guide International, Inc. to reflect an other-than-temporary decline in value. If such charge was excluded, the June 30, 2002 deficiency would be A$1,939 million.

(2) The ratio of earnings to fixed charges was less than 1.0; thus earnings available for fixed charges of News Corporation were inadequate to cover fixed charges. The amount of the deficiency was A$13,622 million and A$354 million for the years ended June 30, 2002 and 2001, respectively.

RATIO OF EARNINGS TO FIXED CHARGES OF FOX ENTERTAINMENT

The table below sets forth the computation of the ratio of earnings to fixed charges of Fox Entertainment and its subsidiaries in accordance with US-GAAP.

	Fiscal Year Ended June 30,
Nine months ended March 31, 2003	2002	2001	2000	1999	1998
7.6	4.3	2.2	1.9	2.7	2.1

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USE OF PROCEEDS

Neither we nor the trust will receive any cash proceeds from the issuance of the offered securities, including the sale by the selling security holders of any securities for their own account.

All of the net proceeds from the issuance of the BUCS were invested by the trust in the debentures issued by News America. We used a portion of the net proceeds of that offering to repurchase our 5% exchangeable trust originated preferred securities or its component securities from holders pursuant to privately negotiated transactions and for general corporate purposes.

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NEWS AMERICA, NEWS CORPORATION AND FOX ENTERTAINMENT

News Corporation is a diversified international media and entertainment company with operations in a number of industry segments, including filmed entertainment, television, cable network programming, magazines and inserts, newspapers and book publishing. The activities of News Corporation are conducted principally in the United States, Europe, Asia, Australia and the Pacific Basin.

News America, the principal subsidiary in the United States of News Corporation, is an operating company and holding company, which, together with its subsidiaries and affiliates, conducts substantially all of the U.S. activities of News Corporation.

As of June 30, 2003, News Corporation owns approximately 80.6% of the equity of Fox Entertainment, a subsidiary of News America, and approximately 97.0% of its voting power. Fox Entertainment is principally engaged in the following business segments:

Ÿ  Filmed Entertainment.    Fox Entertainment engages in feature film and television production and distribution principally through the following businesses: Fox Filmed Entertainment, a producer and distributor of feature films; Twentieth Century Fox Television, a producer of network television programming; Twentieth Television, a producer and distributor of television programming; and Fox Television Studios, a producer of broadcast and cable programming.

Ÿ  Television.    Fox Television Stations currently owns and operates 35 full power stations, including stations located in nine of the top ten designated market areas. Fox Broadcasting Company operates a television network that has 188 affiliated stations across the United States, including 25 full power television stations in major cities that are owned and operated by Fox Entertainment.

Ÿ  Cable Network Programming.    Fox Entertainment’s interests in cable network programming businesses include: Fox News Channel, a 24-hour all news cable channel; Fox Sports Networks, a group of 24-hour regional cable sports programming services, and a 50% interest in a complementary national sports programming service, Fox Sports Net; and FX Networks, a general entertainment network.

News Corporation’s subsidiaries also have operations in the following business segments:

Ÿ  Magazines and Inserts.    Through its News America Marketing Group, News Corporation publishes free standing inserts, which are promotional booklets containing consumer offers distributed through insertion in local Sunday newspapers, and provides in-store marketing products and services, primarily to consumer packaged goods manufacturers.

Ÿ  Newspapers.    The New York Post is a mass circulation, metropolitan morning newspaper published in New York City.

Ÿ  Book publishing.    Through HarperCollins Publishers, News Corporation is engaged in English language book publishing on a worldwide basis.

In addition, News Corporation owns approximately 43% of Gemstar-TV Guide International, Inc., which is a leading media and technology company that develops, licenses, markets and distributes technologies, products and services targeted at the television guidance and home entertainment needs of consumers worldwide.

In the United Kingdom, News Corporation publishes four national newspapers (The Times, The Sunday Times, The Sun and the News of the World), which account for approximately one-third of all national newspapers sold in the United Kingdom, and owns approximately 78.25% of the equity (and 97.3% of the voting power) of NDS Group plc, which is a leading provider of open end-to-end digital pay-television solutions for the

14

secure delivery of entertainment and information to television set-up boxes and personal computers. News Corporation also owns an approximate 35% interest in BSkyB, which is the leading pay television broadcaster in the United Kingdom.

In Italy, News Corporation owns approximately 80% of the direct-to-home television platform Sky Italia S.r.L.

In Australia, News Corporation’s principal activity is newspaper publishing. News Corporation is the largest newspaper publisher in Australia, owning more than 100 newspapers. News Corporation also owns a 25% interest in the FOXTEL pay television service.

In Asia, STAR Group Limited, an indirect wholly-owned subsidiary of News Corporation, is engaged in the development, production and distribution of television programming to over 50 countries throughout Asia and the Middle East.

As of June 30, 2003, News Corporation had a 36% equity interest and an approximate 49.25% economic interest in the entity that operates Sky Brasil, the leading direct-to-home pay television service in Brazil. News Corporation also has a 30% interest in the entity that operates Sky Mexico, the leading direct-to-home pay television service in Mexico, and a 30% interest in Sky Multi-Country Partners, which has interests in direct-to-home television services in Chile and Colombia.

On April 9, 2003, News Corporation and Fox Entertainment announced a definitive agreement to acquire 34% of Hughes Electronics Corporation, or Hughes, for approximately US$6.6 billion in cash and stock. The closing of this transaction is subject to a number of conditions, including approval by General Motors Corporation’s shareholders, a favorable ruling from the Internal Revenue Service and regulatory clearance. At closing, News Corporation’s ownership interest in Hughes will be transferred to Fox Entertainment in exchange for US$4.5 billion in promissory notes and approximately 74.2 million shares in Fox Entertainment, increasing News Corporation’s equity ownership interest in Fox Entertainment to approximately 82%. News Corporation will maintain approximately 97.0% of the voting power in Fox Entertainment.

15

NEWS CORPORATION FINANCE TRUST II

The trust is a statutory trust formed on March 18, 2003 under the Delaware Statutory Trust Act, as amended, which we refer to as the Trust Act, pursuant to a trust declaration among News America, as depositor, the property trustee, the Delaware trustee and the administrative trustees. The trust declaration was amended and restated in its entirety as of the date the trust initially issued the BUCS and the common securities. As amended and restated, the trust declaration is referred to in this prospectus as the trust declaration.

The trust was established solely for the following purposes:

• to issue and sell the BUCS, which represent the undivided beneficial ownership interests in the trust’s assets;

• to issue and sell common securities to News America in a total liquidation amount equal to at least 1% of the trust’s total capital;

• to invest the proceeds of the issuance and sale of the BUCS and the common securities in the debentures issued by News America;

• to distribute the trust’s income as provided in the trust declaration; and

• to engage in only those other activities necessary or incidental to the activities described above, such as registering the transfer of the BUCS.

Pursuant to the trust declaration, the initial number of trustees is five. There are three administrative trustees who are employees or officers of, or who are affiliated with, News America. The fourth trustee, the property trustee, is a financial institution that is unaffiliated with News America. The fifth trustee, the Delaware trustee, is an entity that maintains its principal place of business in the State of Delaware. Initially, The Bank of New York will act as property trustee and its affiliate, The Bank of New York (Delaware), will act as the Delaware trustee until, in each case, removed or replaced by the holder of the common securities of the trust. The Bank of New York will also act as the guarantee trustee under the BUCS and as the indenture trustee under the indenture governing the debentures.

The property trustee holds legal title to the debentures for the benefit of the holders of the BUCS and the common securities, and the property trustee has the power to exercise all rights, powers and privileges under the indenture as the holder of the debentures. In addition, the property trustee maintains exclusive control of a segregated non-interest bearing bank account to hold all payments made in respect of the debentures for the benefit of the holders of the BUCS and the common securities. The guarantee trustee holds the BUCS guarantee for the benefit of the holders of the BUCS. News America paid all fees and expenses related to the trust and the initial offering of the BUCS. See “Description of the BUCS—Expenses of the Trust.”

Because the trust was established only for the purposes listed above, the debentures are the trust’s sole assets. Payments on the debentures will be the trust’s sole source of income. The trust will not issue any other series of BUCS.

16

BSKYB

As of June 30, 2003, News Corporation holds an approximate 35% interest in BSkyB. BSkyB is the leading pay television broadcaster in the U.K. and Ireland, and is one of the leading suppliers of content, including movies, news, sports and general entertainment programming, to pay television operators in the U.K. As of June 30, 2003, there were approximately 10.7 million subscribers to BSkyB’s services, including United Kingdom and Ireland cable subscribers, of which approximately 6.8 million were DTH subscribers (the remainder being wholesale customers on other platforms).

DTH subscribers contract directly with BSkyB for the package of basic and premium channels they wish to receive. Cable subscribers, in contrast, contract with their local cable operators, which in turn acquire the rights to distribute certain of the channels owned by BSkyB. BSkyB generates revenues directly from its DTH subscribers and from fees paid by cable operators. Programming offered by BSkyB comprises general entertainment, news, sports and movies. Prior to the closure of ITV Digital, a digital terrestrial television, or DTT, service, in April 2002, BSkyB supplied content to ITV Digital. The multiplex licenses previously held by ITV Digital have since been awarded to the British Broadcasting Corporation, or BBC, and Crown Castle UK Limited, or Crown Castle. As part of an agreement with the BBC and Crown Castle, BSkyB has initially agreed to supply three of its channels unencrypted free-to-air via DTT under the brand “Freeview”, which launched in October 2002.

Following the launch of Sky digital in October 1998, BSkyB launched an initiative in 1999 to accelerate the take up of digital satellite by providing purchasers with a free digital satellite system, with the purchaser agreeing to pay an installation charge and to keep the system connected to an operational telephone line for 12 months. BSkyB, following its purchase of all of the shares of British Interactive Broadcasting (which previously subsidized part of the cost of the equipment), currently subsidizes part of the cost of providing these free digital satellite systems.

BSkyB’s digital DTH customers can also access interactive services provided by Sky Interactive Limited (a subsidiary of BSkyB) and others. Sky Interactive provides an interactive TV platform for the development and delivery of interactive services, such as games, home shopping, betting, banking, travel, holiday and e-mail services. Sky Active, the principal interactive services portal operated by Sky Interactive, is currently available free of charge to all digital satellite viewers. It derives revenues principally from premium rate telephone charges, revenue sharing in e-commerce transactions, tenancy and technology fees and interactive set top box subsidy recovery.

BSkyB is a public company incorporated in England and Wales. BSkyB’s principal executive offices are located at Grant Way, Isleworth, Middlesex, TW7 5QD, England. Its telephone number at that address is 44(0)870 240 3000.

BSkyB’s ordinary shares are listed on the London Stock Exchange and its American Depositary Shares, each representing four BSkyB ordinary shares, are listed on the New York Stock Exchange, in each case under the symbol “BSY”.

17

THE SUBSIDIARY GUARANTORS

The obligations of News America under the debentures are unconditionally guaranteed by News Corporation and the subsidiary guarantors. Set forth below is the name, jurisdiction of incorporation and principal business of each subsidiary guarantor. Except for Fox Entertainment, all of the subsidiary guarantors are direct or indirect wholly-owned subsidiaries of News Corporation. As of June 30, 2003, News Corporation owns approximately 80.6% of the equity of Fox Entertainment and approximately 97.0% of its voting power. News Corporation’s principal bank credit facility, a five year Revolving Credit Agreement, dated as of June 27, 2003 (the “Revolving Credit Agreement”), provides for guarantees by News Corporation and the subsidiary guarantors. The subsidiary guarantors may change from time to time.

Company	Jurisdiction of Incorporation	Principal Business
FEG Holdings, Inc.	Delaware, USA	Wholly-owned subsidiary of News America which holds all of News Corporation’s equity and voting interest in FEG.
Fox Entertainment Group, Inc.	Delaware, USA	Principally engaged in the development, production and worldwide distribution of feature films and television programs, television broadcasting and cable network programming.
News America Marketing FSI, Inc.	Delaware, USA	Publishes free standing inserts.
News Publishing Australia Limited	Delaware, USA	U.S. holding company.

Supplemental guarantor information is contained in Note 27 to News Corporation’s consolidated financial statements (included in its Annual Report on Form 20-F for the fiscal year ended June 30, 2002, as amended). On June 27, 2003, News Corporation terminated its existing credit agreement and entered into the Revolving Credit Agreement. Certain of News Corporation’s subsidiaries that were guarantors under the prior credit agreement and the debentures prior to June 27, 2003 are not guarantors under the Revolving Credit Agreement, or the debentures after June 27, 2003. In response to these changes, News Corporation has filed updated supplemental guarantor information in a Report on Form 6-K, dated July 2, 2003, which is incorporated by reference into this document.

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CORPORATE ORGANIZATION OF NEWS CORPORATION

The following chart sets forth, in summary form, the corporate organization of the Company, News Corporation and the subsidiary guarantors. The chart is not complete and is presented solely for the reader’s convenience. See “The Guarantors.”

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DESCRIPTION OF CERTAIN INDEBTEDNESS

News Corporation is party to the Revolving Credit Agreement, which provides for a A$2.7 billion (US$1.75 billion) facility, with a sub-limit of A$911 million (US$600 million) available for the issuance of letters of credit, and expires on June 30, 2008. On June 27, 2003, letters of credit representing A$205 million (US$135 million) were issued under the Revolving Credit Agreement.

The Revolving Credit Agreement provides that News America may borrow funds thereunder. Borrowings are denominated in U.S. dollars and the interest rate will fluctuate based on the credit ratings provided to News Corporation’s senior unsecured public indebtedness by Standard & Poor’s Corporation and Moody’s Investors Service, Inc. In addition, the obligations under the Revolving Credit Agreement are guaranteed by News Corporation and the subsidiary guarantors.

20

PRICE RANGE OF SECURITIES

BSkyB ordinary shares and BSkyB ADSs

BSkyB’s ordinary shares are admitted to the Official List of the London Stock Exchange and its American Depositary Shares, which we refer to as BSkyB ADSs, are listed on the New York Stock Exchange. The principal trading market for BSkyB’s ordinary shares is the London Stock Exchange. Each BSkyB ADS represents four ordinary shares. The Bank of New York is the depositary of the American Depositary Receipts, which we refer to as BSkyB ADRs, which evidence the BSkyB ADSs.

The following tables set forth for the periods indicated the highest and lowest middle market quotations for the ordinary shares as derived from the Daily Official List of the London Stock Exchange and the highest and lowest sales prices of the BSkyB ADSs as reported on the New York Stock Exchange composite tape.

	Shares				ADSs
	(Pence)				(US$)
	High		Low		High		Low
Fiscal year ended June 30,
1999	621		413		58	3/4	41	1/16
2000	2,158		550	1/2	200		52	1/8
2001	1,320		642		121		55	3/5
2002	936		544		79	1/2	48	1/100
2003	706		458		47	3/25	28	53/100
Fiscal year ended June 30,
2002
First Quarter	820		544		71		48	1/100
Second Quarter	936		585		79	1/2	51	1/5
Third Quarter	832		642		72	1/2	55	½
Fourth Quarter	832		618		72	91/100	56	4/25
2003
First Quarter	650		488		60		45	11/50
Second Quarter	674	1/2	458		63		28	53/100
Third Quarter	671		550		44	13/100	36	3/10
Fourth Quarter	706		624		47	3/25	39	22/25
2004
First Quarter (through August 11, 2003)	732	1/4	647	13/20	47	6/25	43	43/50
Month Ended
February 28, 2003	632		550		40	11/20	36	49/100
March 31, 2003	650	1/2	550		41	11/50	36	3/10
April 30, 2003	675		624		43	29/100	39	22/25
May 31, 2003	683	1/2	641		45	12/25	41	3/4
June 30, 2003	706		655		47	3/25	43	1/5
July 31, 2003	716	1/2	647	13/20	47		43	43/50

On August 11, 2003, the closing sales price on the London Stock Exchange of the BSkyB ordinary shares was 721 ¹/4p and the closing sales price on the New York Stock Exchange of the BSkyB ADSs was US$47 ⁶/25.

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News Corporation preferred ADSs

News Corporation preferred ADSs are listed on the New York Stock Exchange.

The following table sets forth in U.S. dollars the reported high and low closing sales prices on the New York Stock Exchange of the News Corporation preferred ADSs for the periods listed.

	US$ High	US$ Low
Fiscal Year Ended June 30,
1999	33.69	18.25
2000	56.44	24.56
2001	48.63	24.60
2002	33.33	18.62
2003	26.64	15.32
Fiscal Year Ended June 30,
2002
First Quarter	33.33	20.51
Second Quarter	27.60	21.65
Third Quarter	27.15	20.99
Fourth Quarter	25.91	18.62
2003
First Quarter	20.26	15.32
Second Quarter	23.95	16.00
Third Quarter	24.60	18.95
Fourth Quarter	26.64	21.00
2004
First Quarter (through August 11, 2003)	26.70	24.78
Month Ended
February 28, 2003	22.00	20.60
March 31, 2003	22.29	18.95
April 30, 2003	23.65	21.00
May 31, 2003	25.51	23.42
June 30, 2003	26.64	24.55
July 31, 2003	26.50	24.78

On August 11, 2003, the closing sales price on the New York Stock Exchange of News Corporation’s preferred ADSs was US$26.70.

22

DIVIDENDS

BSkyB

As of the date of this prospectus, BSkyB is not paying a cash dividend on its ordinary shares. BSkyB’s Board of Directors has the authority to declare and pay annual and interim dividends, subject to limitations imposed by BSkyB’s Articles of Association and English law.

News Corporation

News Corporation has paid annual amounts of cash dividends of A$0.075 per preferred ordinary share during each of the last five fiscal years. Declaration and payment of dividends is within the sole discretion of News Corporation’s Board of Directors, subject to limitations imposed by Australian law.

23

CAPITALIZATION OF NEWS CORPORATION

The following table sets forth the consolidated capitalization of News Corporation as of June 30, 2003 (A-GAAP) as reported. The Australian dollar amounts as of June 30, 2003 set forth herein have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference to News Corporation’s Unaudited Consolidated Condensed Financial Statements for the fiscal year ended June 30, 2003 presented in accordance with A-GAAP contained in News Corporation’s Report on Form 6-K/A filed August 18, 2003. A-GAAP differs significantly in certain respects from US-GAAP. A discussion of these significant differences is found in Note 20 of News Corporation’s consolidated financial statements contained in the News Corporation 2002 Form 20-F and Form 20-F/A. Amounts set forth herein which are stated in Australian dollars have been translated into U.S. dollars, solely for the convenience of the reader, at an exchange rate of A$1.00 = US$0.6586, the noon buying rate on August 11, 2003. Such translations should not be construed as representations that the Australian dollar amounts represent, or have been or could be converted into, U.S. dollars at that or any other rate.

The following is in accordance with A-GAAP (all dollar amounts in millions):

	June 30, 2003
			(in US$)
Current maturities of borrowings	A$	33	US$	22
Long-term borrowings
5.625% Guaranteed Notes due July 29, 2004	A$	602	US$	396
8 1/2% Notes due February 15, 2005		199		131
6.625% Notes due January 9, 2008		527		347
7 3/8% Notes due October 17, 2008		302		199
4.75% Notes due March 15, 2010		226		149
9 1/4% Notes due February 1, 2013		753		496
8 5/8% Notes due February 7, 2014		150		99
7.6% Notes due October 11, 2015		302		199
8% Notes due October 17, 2016		603		397
7.25% Notes due May 18, 2018		527		347
8 1/4% Notes due August 2018		376		248
Liquid Yield OptionTM Notes (LYONs) due February 28, 2021		1,236		814
8 7/8% Notes due April 26, 2023		376		248
7 3/4% Notes due January 20, 2024		302		199
7 3/4% Notes due February 1, 2024		136		90
9 1/2% Notes due July 15, 2024		302		199
8 1/2% Notes due February 23, 2025		302		199
7.7% Notes due October 30, 2025		376		248
7.43% Notes due October 1, 2026		362		238
7 1/8% Notes due April 8, 2028		302		199
7.3% Notes due April 30, 2028		302		199
7.28% Notes due June 30, 2028		302		199
7.625% Notes due November 2028		302		199
6.55% Notes due March 15, 2033		527		347
6.703% MOPPrSTM due May 21, 2034		226		149
8.45% Notes due August 1, 2034		302		199
8.15% Notes due October 17, 2036		452		298
6.75% Notes due January 9, 2038		376		248

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	June 30, 2003
			(in US$)
7.75% Notes due December 1, 2045	A$	904	US$	595
7.9% Notes due December 1, 2095		226		149
8 1/4% Notes due October 17, 2096		151		99
Other		65		43
Total long-term borrowings		12,396		8,166
Total borrowings		12,429		8,188
Exchangeable preferred securities		2,084		1,373
Total stockholders’ equity		38,721		25,502
Total capitalization (1)	A$	53,201	US$	35,041

^™ Trademark of Merrill Lynch & Co., Inc.

(1) Excludes current maturities of long-term borrowings.

25

CAPITALIZATION OF BSKYB

The following table sets forth the consolidated capitalization of British Sky Broadcasting Group plc as of June 30, 2003 in UK-GAAP. The actual British Pound amounts as of June 30, 2003 set forth herein have been derived from, should be read in conjunction with, and are qualified in their entirety by reference to British Sky Broadcasting Group plc’s press release for the year ended June 30, 2003 contained in BSkyB’s Report on Form 6-K filed August 14, 2003. The capitalization tables set forth herein have been prepared in accordance with UK-GAAP. UK-GAAP differs significantly in certain respects from US-GAAP. A discussion of these significant differences is found in Item 5 of BSkyB’s unaudited Interim Financial Statements contained in BSkyB’s Report on Form 6-K filed June 4, 2003. Amounts set forth herein which are stated in British Pounds have been translated into U.S. dollars, solely for the convenience of the reader, at an exchange rate of £1.00 = 1.6068, the noon buying rate on August 11, 2003. Such translations should not be construed as representations that the British Pound amounts represent, or have been or could be converted into, U.S. dollars at that or any other rate.

The following is in accordance with UK-GAAP (all amounts in millions):

	June 30, 2003
Long-term borrowings
8.200% Guaranteed Notes due July 15, 2009	£	413		US$	664
7.750% Guaranteed Notes due July 9, 2009		100			161
6.875% Guaranteed Notes due February 23, 2009		367			590
7.300% Guaranteed Notes due October 15, 2006		189			304
Other(1)(2)		83			133
Total long-term borrowings		1,152			1,852
Total stockholders’ deficit		(106	)		(170	)
Total capitalization	£	1,046		US$	1,682

(1) Included in other long-term borrowings is £8 million (US$13 million) of borrowing by the Guarantors.

(2) In March 2003 BSkyB entered into a £600 million (US$964 million) revolving credit facility. This facility was used to cancel the £750 million (US$1,205 million) revolving credit facility, which was entered into in July 1999, and will be used for general corporate purposes. The new £600 million (US$964 million) revolving credit facility has a maturity date of March 2008 and interest accrues at a margin of between 0.6% and 1.125% above LIBOR, dependent on our Net Debt: EBITDA leverage ratio (as defined in the loan agreement). Until June 2004 the margin is fixed at 1.125% and shall not fall below 0.7% per annum above LIBOR prior to March 2006. Also in March 2003 BSkyB voluntarily cancelled £100 million (US$161 million) of the £300 million (US$482 million) March 2001 revolving credit facility. This, together with the replacement of the £750 million (US$1,205 million) revolving credit facility as described above, reduced the aggregate available facilities from £1,050 million (US$1,687 million) to £800 million (US$1,285 million). The remaining £200 million (US$321 million) of the March 2001 revolving credit facility will still mature in June 2004, at which point the aggregate facilities available will be reduced to £600 million (US$964 million).

26

CAPITALIZATION OF FOX ENTERTAINMENT

The following table sets forth the capitalization of Fox Entertainment as of March 31, 2003. The U.S. dollar amounts as of March 31, 2003 set forth herein have been derived from, and should be read in conjunction with, and are qualified in their entirety by reference to Fox Entertainment’s Unaudited Consolidated Condensed Financial Statements for the nine months ended March 31, 2003 presented in accordance with US-GAAP contained in Fox Entertainment’s Quarterly Report on Form 10-Q filed May 14, 2003.

The following is in accordance with US-GAAP (all dollar amounts in millions):

	March 31, 2003
	(in US$)
Due to affiliates of News Corporation	$	890
Shareholders’ equity
Preferred stock, $0.01 par value per share; 100,000,000 shares authorized; no shares issued and outstanding		—
Class A Common Stock, $0.01 par value per share; 1,000,000,000 shares authorized; 352,436,375 shares issued and outstanding		4
Class B Common Stock, $0.01 par value per share; 650,000,000 shares authorized; 547,500,000 shares issued and outstanding		6
Additional paid-in capital		12,780
Retained earnings and accumulated other comprehensive income		1,299
Total shareholders’ equity	$	14,089
Total capitalization	$	14,979

27

FOREIGN EXCHANGE RATES

The following table sets forth, for the periods indicated, the average, high, low and period-end noon buying rates in New York City for Australian dollars as certified for customs purposes by the Federal Reserve Bank of New York, expressed in US$ per A$1.00.

Fiscal Year Ended June 30,	Average(1)	High	Low	Period End
1999	0.6246	0.6712	0.5550	0.6618
2000	0.6256	0.6703	0.5685	0.5971
2001	0.5320	0.5996	0.4828	0.5100
2002	0.5240	0.5748	0.4841	0.5628
2003	0.5809	0.6729	0.5280	0.6655

(1) The average of the noon buying rates from the last business day of each fiscal month during each period presented.

Unless otherwise stated herein, all U.S. dollar amounts set forth in this prospectus have been translated from the corresponding Australian dollar amounts at the noon buying rate on August 11, 2003, which was US$0.6586 per A$1.00.

The following table sets out, for the periods indicated, information concerning the high and low rates of exchange for the A$ for each month during the previous six months based on the noon buying rate:

Period	High	Low
July 2003	0.6823	0.6454
June 2003	0.6729	0.6564
May 2003	0.6585	0.6192
April 2003	0.6212	0.5970
March 2003	0.6161	0.5905
February 2003	0.6075	0.5843

On August 11, 2003, the latest practicable date for which exchange rate information was available before the filing of this document, the noon buying rate was US$0.6586 per A$1.00.

British Pounds Sterling

The following table sets forth, for the periods indicated, the average, high, low and period-end noon buying rates in New York City for British pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York, expressed in US$ per £1.00.

Fiscal Year Ended June 30,	Average(1)	High	Low	Period End
1999	1.6448	1.7222	1.5787	1.5893
2000	1.5890	1.6765	1.4705	1.5130
2001	1.4479	1.5190	1.3730	1.4077
2002	1.4477	1.5285	1.3995	1.5245
2003	1.5859	1.6840	1.5192	1.6492

(1) The average of the noon buying rates from the last business day of each fiscal month during each period presented.

28

The following table sets out, for the periods indicated, information concerning the high and low rates of exchange for the British pounds sterling for each month during the previous six months based on the noon buying rate:

Period	High	Low
July 2003	1.6718	1.5867
June 2003	1.6840	1.6278
May 2003	1.6484	1.5904
April 2003	1.5971	1.5500
March 2003	1.6129	1.5624
February 2003	1.6482	1.5727

On August 11, 2003, the latest practicable date for which exchange rate information was available before the filing of this document, the noon buying rate was US$1.6068 per £1.00.

Australian Exchange Controls and Other Limitations Affecting Holders

The Australian Banking (Foreign Exchange) Regulations and other Australian legislation and regulations control and regulate, or permit the control and regulation of, a broad range of payments and transactions involving non-residents of Australia. News Corporation is not restricted from transferring funds from Australia or placing funds to the credit of non-residents of Australia subject to:

(a) withholding for Australian tax due in respect of dividends (to the extent they are unfranked) and interest and royalties paid to non-residents of Australia; and

(b) a requirement for approval from the Reserve Bank of Australia or in some cases the Minister of Foreign Affairs for certain payments or dealings in or out of Australia to or on behalf of:

• members of the previous government of Iraq, its senior officials and their immediate families;

• certain supporters of former government of the Federal Republic of Yugoslavia;

• the Taliban or any undertaking owned or controlled directly or indirectly by the Taliban and certain other named terrorist organizations and individuals; or

• certain ministers and senior officials of the Government of Zimbabwe.

This list is subject to change from time to time.

Accordingly, at the present time, remittance of dividends on News Corporation preferred ordinary shares, represented by News Corporation preferred ADSs, to Citibank N.A., as the depositary, is not subject to exchange controls.

There are no limitations, either under Australian law or under the constitution of News Corporation, on the right to hold or vote News Corporation preferred ordinary shares, represented by News Corporation preferred ADSs, other than under the Australian Foreign Acquisitions and Takeovers Act of 1975 and the Australian Corporations Act insofar as such laws apply.

United Kingdom Exchange Controls and Other Limitations Affecting Holders

There are no U.K. government laws, decrees, regulations or other legislation which restrict or which may affect the import or export of capital, including the availability of cash and cash equivalents for use by us or the remittance of dividends, interest and other payments to non-resident holders of our securities, except as otherwise described under “Certain U.K. Tax Consequences” below.

Under English law (and the BSkyB’s Memorandum and Articles of Association), persons who are neither residents nor nationals of the United Kingdom may freely hold, vote and transfer ordinary shares in the same manner as U.K. residents or nationals.

29

SELECTED HISTORICAL FINANCIAL INFORMATION OF NEWS CORPORATION

The following selected historical financial data of News Corporation has been derived from the historical consolidated financial statements and related notes of News Corporation for each of the years in the five-year period ended June 30, 2002 for both A-GAAP and US-GAAP and from the unaudited consolidated financial statements of News Corporation for the nine months ended March 31, 2003 and 2002 for A-GAAP and from the unaudited consolidated condensed financial statements of News Corporation for the six months ended December 31, 2002 for US-GAAP. The selected historical data is only a summary, and should be read in conjunction with the historical consolidated financial statements and related notes contained in News Corporation’s Annual Report on Form 20-F and Form 20-F/A for the fiscal year ended June 30, 2002 filed with the SEC on December 31, 2002 and on July 1, 2003, respectively, which are incorporated into this document by reference. The selected historical financial data is set forth in Australian dollars with a translation of amounts for the nine months ended March 31, 2003 (A-GAAP) and the six months ended December 31, 2002 (US-GAAP) into U.S. dollars at A$1.00 = US$0.6586, the noon buying rate on August 11, 2003, solely for your convenience.

The consolidated financial statements of News Corporation contained in its Annual Report on Form 20-F and Form 20-F/A for the fiscal year ended June 30, 2002 have been prepared in accordance with A-GAAP. A-GAAP differs significantly in certain respects from US-GAAP. A discussion of these significant differences is found in Note 20 of News Corporation’s consolidated financial statements.

	Fiscal Year Ended June 30,(1)														Nine Months Ended March 31,
	1998		1999			2000			2001			2002			2002			2003			2003
						(in millions, except per share data)															(in US$)
Amounts in Accordance with A-GAAP
Income statement data:
Sales Revenue	A$	18,949	A$	21,774		A$	22,433		A$	25,578		A$	29,014		A$	22,075		A$	22,783		US$	15,005
Depreciation and amortization		415		510			562			706			749			565			553			364
Operating income		2,646		2,752			2,742			3,093			3,542			2,725			3,470			2,285
Net income (loss) from associated entities		190		(545	)		(298	)		(249	)		(1,434	)		(1,245	)		(427	)		(281	)
Net borrowing costs		763		773			814			935			1,000			767			620			408
Dividends on exchangeable preferred securities		74		80			79			90			93			71			67			44
Net profit (loss) attributable to members of the parent entity		1,682		1,088			1,921			(746	)		(11,962	)		(8,785	)		1,196			788
Basic/Diluted Net profit (loss) per share:
Ordinary shares		0.40		0.25			0.42			(0.17	)		(2.17	)		(1.60	)		0.20			0.132
Preferred limited voting ordinary shares		0.48		0.30			0.51			(0.21	)		(2.60	)		(1.92	)		0.24			0.158
Dividends per ordinary share		0.030		0.030			0.030			0.030			0.015			0.015			0.015			0.010
Dividends per preferred ordinary share		0.075		0.075			0.075			0.075			0.0375			0.0375			0.0375			0.025
Dividends per ordinary share in U.S. dollars	US$	0.020	US$	0.019		US$	0.018		US$	0.016		US$	0.008		US$	0.008		US$	0.008		US$	0.010
Dividends per preferred ordinary share in U.S. dollars	US$	0.051	US$	0.047		US$	0.047		US$	0.041		US$	0.020		US$	0.019		US$	0.021		US$	0.025
Balance sheet data at period end:
Cash and cash equivalents	A$	4,314	A$	7,483		A$	4,638		A$	5,615		A$	6,337		A$	5,884		A$	8,096		US$	5,332
Total assets		54,484		53,972			65,585			84,961			71,441			79,676			70,775			46,612
Total debt		14,422		13,167			15,431			18,805			15,441			16,375			13,067			8,606
Total stockholders’ equity		27,211		27,109			32,660			47,595			39,468			44,389			40,506			26,677

30

SELECTED HISTORICAL FINANCIAL INFORMATION OF NEWS CORPORATION—(continued)

	Fiscal Year Ended June 30,(1)															Six months ended December 31,
	1998			1999			2000			2001			2002			2001			2002			2002
							(in millions, except per share data)															(in US$)
Amounts in Accordance with US-GAAP
Income statement data:
Revenue	A$	18,897		A$	21,704		A$	22,337		A$	25,387		A$	28,776		A$	14,522		A$	15,228		10,029
Depreciation and amortization		905			1,033			1,108			1,321			1,373			703			339		223
Operating income		1,921			2,012			1,509			1,823			256			(750	)		2,214		1,458
Equity in losses of associated companies		(116	)		(509	)		(936	)		(1,711	)		(14,840	)		(1,776	)		(917	)	(604	)
Interest, net		778			783			829			935			1,000			525			432		285
Other income (expense)		(111	)		1,317			1,924			635			1,965			2,190			(154	)	(101	)
Income (loss) before cumulative effect of accounting change		555			963			(329	)		740			(14,552	)		(1,348	)		291		192
Net income (loss)		555			963			(329	)		(218	)		(14,670	)		(1,390	)		291		192
Basic and Diluted income (loss) before cumulative effect of accounting change per share:
Ordinary shares		0.13			0.22			(0.09	)		0.15			(2.64	)		(0.25	)		0.05		0.03
Preferred limited voting ordinary shares		0.15			0.27			(0.10	)		0.18			(3.16	)		(0.31	)		0.06		0.04
Basic and Diluted Net income (loss) per share:
Ordinary shares		0.13			0.22			(0.09	)		(0.06	)		(2.66	)		(0.26	)		0.05		0.03
Preferred limited voting ordinary shares		0.15			0.27			(0.10	)		(0.07	)		(3.19	)		(0.32	)		0.06		0.04
Dividends per ordinary share		0.030			0.030			0.030			0.030			0.030			0.015			0.015		0.010
Dividends per preferred ordinary share		0.075			0.075			0.075			0.075			0.075			0.0375			0.0375		0.025
Dividends per ordinary share in U.S. dollars	US$	0.020		US$	0.019		US$	0.018		US$	0.016		US$	0.008		US$	0.008		US$	0.008		0.010
Dividends per preferred ordinary share in U.S. dollars	US$	0.051		US$	0.047		US$	0.047		US$	0.041		US$	0.020		US$	0.019		US$	0.021		0.025
Balance sheet data at period end:
Cash	A$	4,314		A$	7,483		A$	4,638		A$	5,615		A$	6,337		A$	6,247		A$	5,463		3,598
Total assets		48,094			47,094			57,986			81,466			65,837			89,659			68,427		45,066
Total debt		14,422			13,167			15,431			18,805			15,441			18,244			13,750		9,056
Total stockholders’ equity		15,869			14,195			18,554			36,427			24,953			39,941			25,875		17,041

(1) See Note 2 and Note 16 to the consolidated financial statements of News Corporation for information with respect to significant acquisitions and dispositions during fiscal 2000, 2001 and 2002. In fiscal 1999, News Corporation acquired substantially all of Liberty Media Corporation’s interest in Fox Sports Networks LLC for aggregate consideration of approximately US$1.3 billion. Also, in fiscal 1999, News Corporation sold News America Publications and certain related assets to TV Guide, Inc. in exchange for common stock representing a 43.6% equity interest in TV Guide, Inc. and net cash of US$671 million. In fiscal 1998, News Corporation acquired Heritage Media Group for aggregate consideration of approximately US$1.4 billion.

31

SELECTED HISTORICAL FINANCIAL INFORMATION OF BSKYB

Set forth below is selected financial data for BSkyB for each of the years in the five-year period ended June 30, 2002 and as at June 30, 1998, 1999, 2000, 2001 and 2002, and for the six months ended December 31, 2001 and December 31, 2002.

The selected financial data set out below for BSkyB, presented in accordance with UK-GAAP, for the years ended June 30, 1998 and 1999 and as at June 30, 1998 and 1999 has been excerpted or derived from the consolidated financial statements of BSkyB, and notes thereto, for these periods, which were audited by Arthur Andersen, independent accountants. The selected financial data for each of the years in the three year period ended June 30, 2002 and as at June 30, 2000, 2001 and 2002 has been excerpted or derived from the consolidated financial statements of BSkyB, and notes thereto, which have been audited by Deloitte & Touche LLP, independent accountants, and should be read in conjunction therewith. The selected financial data for the six months ended December 31, 2001 and December 31, 2002 is unaudited and has been extracted or derived from the announcement of the results for that period.

The consolidated financial statements have been prepared in accordance with UK-GAAP, which differs in certain significant respects from US-GAAP. See Note 28 of notes to consolidated financial statements for the fiscal year ended June 30, 2002 of BSkyB for a discussion of the principal differences between UK-GAAP and US-GAAP. The selected historical financial data appearing on the following pages are set forth in British pounds sterling with a translation of amounts into U.S. dollars at £1.00=US$1.6068, the Noon Buying Rate on August 11, 2003, for both June 30, 2002 and December 31, 2002 results, solely for the convenience of the reader.

	Fiscal Year Ended June 30,															Six Months Ended December 31,
	1998			1999			2000			2001			2002			2001			2002			2002
																						(in US$)
	(in millions, except per share data)
Amounts in accordance with UK-GAAP
DTH subscriber revenues	£	968		£	979		£	1,189		£	1,537		£	1,929		£	905		£	1,112		$	1,787
Cable and DTT subscriber revenues		228			253			303			299			279			148			98			157
Advertising revenues		195			217			242			271			251			118			133			214
Interactive revenues		—			—			5			93			186			91			91			146
Other revenues		43			96			108			106			131			59			77			124
Group Turnover		1,434			1,545			1,847			2,306			2,776			1,321			1,511			2,428
Operating expenses, net before amortization of goodwill and operating exceptional items		(1,093	)		(1,360	)		(1,762	)		(2,146	)		(2,584	)		(1,251	)		(1,353	)		(2,174	)
Amortization of goodwill		—			—			—			(44	)		(118	)		(60	)		(63	)		(101	)
Provision against remaining unprovided ITV Digital programming debtors		—			—			—			—			(23	)		—			—			—
Estimated cost of reorganization of Sky Interactive		—			—			—			(23	)		—			—			—			—
Cost of abortive Man Utd. Bid		—			(6	)		—			—			—			—			—			—
Estimated cost of transitioning analog customers to digital service		—			(450	)		(58	)		—			—			—			—			—
Estimated cost of termination of analog operations		—			—			(41	)		—			4			—			—			—
Estimated cost of Sky In-Home Service Limited reorganization		—			—			(6	)		—			—			—			—			—
Operating expenses, net		(1,093	)		(1,816	)		(1,867	)		(2,213	)		(2,721	)		(1,311	)		(1,416	)		(2,275	)

32

	Fiscal Year Ended June 30,												Six Months Ended December 31,
	1998			1999			2000		2001		2002		2001		2002		2002
																	(in US$)
	(in millions, except per share data)
Operating profit (loss)		341			(271	)	(20	)	93		55		10		95			153
Share of operating results of joint ventures		(17	)		(58	)	(122	)	(256	)	(76	)	(60	)	2			3
Joint ventures’ goodwill amortization, net		—			—		(14	)	(101	)	(1,070	)	(1,083	)	—			—
(Loss) profit on sale of fixed asset investments		—			—		(1	)	—		2		2		—			—
Share of joint venture’s loss on sale of fixed asset investment		—			—		(14	)	(70	)	—		—		—			—
Amounts written off fixed asset investments		—			—		—		(39	)	(60	)	(60	)	(19	)		(31	)
(Provision) release of provision for loss on disposal of subsidiary		—			—		—		(10	)	10		10		—			—
Interest receivable and similar income		3			4		11		18		11		9		2			3
Interest payable and similar charges		(56	)		(59	)	(103	)	(153	)	(148	)	(80	)	(63	)		(101	)
Exceptional finance (charges) credits		—			(5	)	—		3		—		—		—			—
Profit (loss) on ordinary activities before taxation		271			(389	)	(263	)	(515	)	(1,276	)	(1,252	)	17			27
Tax on profit (loss) on ordinary activities		(91	)		103		65		(24	)	(107	)	(101	)	(1	)		(2	)
Profit (loss) on ordinary activities after taxation		180			(286	)	(198	)	(539	)	(1,383	)	(1,353	)	16			26
Equity dividends—paid and proposed(1)		(103	)		(47	)	—		—		—		—		—			—
Retained profit (loss)		77			(333	)	(198	)	(539	)	(1,383	)	(1,353	)	16			26
	Fiscal Year Ended June 30,												Six Months Ended December 31,
	1998			1999			2000		2001		2002		2001		2002		2002
	(in millions, except per share data)
Amounts in Accordance with UK-GAAP
Earnings (loss) per share—basic and diluted		10.5p			(16.6p	)	(11.3p	)	(29.2p	)	(73.3p	)	(71.8p	)	0.8p		US$	0.0129
Dividends per share(1)		6.0p			2.8p		—		—		—		—		—			—
Dividends per share(1) (U.S. dollars at date of payment)	US$	0.10		US$	0.045		—		—		—		—		—			—

33

	Fiscal Year Ended June 30,
	1998			1999			2000			2001			2002			2002
																(in US$)
	(in millions, except per share data)
Amounts in Accordance with US-GAAP
Total revenues	£	1,498		£	1,644		£	1,911		£	2,296		£	2,707		$	4,350
Operating income (loss)		320			118			(247	)		(176	)		(30	)		(48	)
Income (loss) before income taxes		259			2			(473	)		(660	)		(940	)		(1,510	)
Net income (loss)		173			(14	)		(351	)		(625	)		(1,047	)		(1,682	)
Basic and diluted earnings (loss) per share		10.0	p		(0.8	p)		(20.1	p)		(33.8	p)		(55.5	p)	US$	(0.892	)
Earnings (loss) per ADS(2)		60.0	p		(4.8	p)		(120.6	p)		(202.8	p)		(333.0	p)	US$	(5.351	)

	As at June 30,															Six Months Ended December 31,
	1998			1999			2000			2001			2002			2001			2002			2002
Balance Sheet:																							(in US$)
	(in millions)
Amounts in Accordance with UK-GAAP
Total assets	£	925		£	1,187		£	3,280		£	3,877		£	2,201		£	2,612		£	2,353		$	3,781
Long-term debt		(583	)		(715	)		(1,412	)		(1,768	)		(1,577	)		(1,917	)		(1,437	)		(2,309	)
Total liabilities		(1,148	)		(1,735	)		(2,483	)		(2,816	)		(2,502	)		(2,886	)		(2,637	)		(4,237	)
Net (liabilities) assets		(223	)		(548	)		797			1,061			(301	)		(274	)		(284	)		(456	)
Shareholders’ (deficit) funds		(223	)		(548	)		797			1,061			(301	)		(274	)		(284	)		(456	)
Capital stock(3)		1,552			1,566			3,123			3,920			3,879			3,912			3,837			6,165
Shares in issue (number)		1,723			1,726			1,826			1,889			1,893

	As at June 30,
	1998			1999			2000			2001			2002			2002
																(in US$)
	(in millions)
Amounts in Accordance with US-GAAP
Total assets	£	1,291		£	1,428		£	3,060		£	4,209		£	2,853		$	4,584
Long-term debt		(583	)		(715	)		(1,412	)		(1,768	)		(1,577	)		(2,534	)
Total liabilities		(1,078	)		(1,327	)		(2,379	)		(3,359	)		(2,994	)		(4,811	)
Net assets (liabilities)		213			101			681			850			(141	)		(227	)
Shareholders funds (deficit)		213			101			681			850			(141	)		(227	)
Capital stock(3)		1,552			1,566			3,123			3,920			3,879			6,233
Shares in issue (number)		1,723			1,726			1,826			1,889			1,893			3,042

(1) An interim dividend of £47.2 million, representing 2.75p per share, and a final dividend of £55.9 million, representing 3.25p per share, was paid for fiscal 1998. An interim dividend of £47.3 million, representing 2.75p per share was paid for fiscal 1999. No final dividend was paid for fiscal 1999. No interim or final dividends have been paid or proposed for fiscal 2000, 2001 or 2002.

(2) Earnings (loss) per ADS has been calculated for each period using the weighted average number of ADSs outstanding on the basis of 1 ADS representing 6 ordinary shares, the prevailing ratio as of June 30, 2002. On December 23, 2002, the ratio was revised to reflect a new ratio of one ADS representing four ordinary shares.

(3) Capital stock includes called-up share capital, share premium, shares to be issued and merger reserve.

34

SELECTED HISTORICAL FINANCIAL INFORMATION OF FOX ENTERTAINMENT

The following statements of operations data for each of the three years in the period ended June 30, 2002 and the balance sheet data as of June 30, 2002 and 2001 have been derived from Fox Entertainment’s consolidated financial statements incorporated into this document by reference, which have been audited. The statements of operations data for the years ended June 30, 1999 and 1998 and the balance sheet data as of June 30, 2000, 1999 and 1998 have been derived from Fox Entertainment’s consolidated financial statements, which have not been incorporated into this document by reference.

The statements of operations data for each of the nine-month periods ended March 31, 2003 and 2002 and the balance sheet data as of March 31, 2003 have been derived from Fox Entertainment’s unaudited consolidated financial statements that have been incorporated into this document by reference.

You should read the data below in conjunction with Fox Entertainment’s consolidated financial statements (including the notes thereto) and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Fox Entertainment’s Annual Report on Form 10-K for the year ended June 30, 2002, and Fox Entertainment’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2002, December 31, 2002 and March 31, 2003, which are incorporated into this document by reference.

The consolidated financial statements of Fox Entertainment contained in the 2002 Form 10-K have been prepared in accordance with US-GAAP and certain reclassifications have been made to financial data for fiscal years prior to fiscal 2002 in order to conform with fiscal 2002 presentation.

	Fiscal Year Ended June 30,												Nine Months Ended March 31,
	1998(2)		1999(2)		2000(3)		2001(4)			2002(5)			2002			2003
	(in millions of US$, except per share data)
Statement of Operations Data:
Revenues(1)	$	6,990	$	8,013	$	8,517	$	8,414		$	9,725		$	7,294		$	8,201
Operating (loss) income		663		716		656		652			(103	)		(291	)		1,353
Income before cumulative effect of accounting change		176		205		145		206			607			567			773
Net income (loss)		176		205		145		(288	)		581			541			773
Basic and diluted earnings per share before cumulative effect of accounting change	$	0.32	$	0.33	$	0.20	$	0.28		$	0.72		$	0.68		$	0.88
Basic and diluted earnings (loss) per share	$	0.32	$	0.33	$	0.20	$	(0.40	)	$	0.69		$	0.65		$	0.88
	As of June 30,												As of March 31,
	1998(2)		1999(2)		2000(3)		2001(4)			2002(5)			2002			2003
	(in millions of US$)
Balance Sheet Data:
Cash and cash equivalents	$	101	$	121	$	114	$	56		$	56		$	69		$	63
Total assets		12,630		13,163		17,930		17,856			22,876			23,541			23,414
Due to affiliates of News Corporation		3,702		1,389		2,739		2,866			1,413			1,719			890
Borrowings		375		53		974		1,032			942			910			95
Shareholders’ equity		3,941		6,668		8,246		7,968			12,095			12,040			14,089

(1) In January 2002, Fox Entertainment adopted Emerging Issues Task Force No. 01-09, “Accounting for the Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products,” which was effective for Fox Entertainment as of January 1, 2002. As required, Fox Entertainment has reclassified the

35

amortization of cable distribution investments against revenues for all periods presented. The amortization of cable distribution investments had previously been included in Depreciation and amortization. Operating income, Net income and Earnings per share are not affected by this reclassification. This reclassification affects Fox Entertainment’s and the Cable Network Programming segment’s revenues. The effect of the reclassification on Fox Entertainment’s revenues is as follows:

For the Year Ended June 30,	1998			1999			2000			2001			2002
	(in millions of US$)
Gross Revenues	$	7,023		$	8,057		$	8,589		$	8,504		$	9,841
Amortization of cable distribution investments		(33	)		(44	)		(72	)		(90	)		(116	)
Revenues	$	6,990		$	8,013		$	8,517		$	8,414		$	9,725

(2) The financial statements prior to November 11, 1998 were presented on a combined basis. The financial statements presented subsequent to November 11, 1998 are consolidated to reflect the Reorganization (as defined in Note 1 of the Notes to the consolidated financial statements). For reporting purposes, the financial statements for all periods are collectively referred to as consolidated financial statements.

(3) Fiscal 2000 includes the operating results of Fox Sports Networks, LLC, which was fully acquired in July 1999.

(4) Fiscal 2001 Net income (loss) and Basic and diluted earnings (loss) per share include the impact of the after-tax charge of $494 million for the cumulative effect of accounting change relating to Fox Entertainment’s adoption of Statement of Position  No. 00-2.

(5) Fiscal 2002 includes the operating results of Chris-Craft Industries, Inc., which was acquired in July 2001, and the $909 million write-down on Fox Entertainment’s national sports contracts. Also included in Fiscal 2002 Net income (loss) and Basic and diluted earnings (loss) per share is the pre-tax gain of $1.4 billion on the sale of Fox Entertainment’s interest in Fox Family Worldwide, Inc., or FFW, and Fox Entertainment’s $26 million share of FFW’s after-tax cumulative effect of accounting change relating to the adoption of SOP 00-2.

36

DESCRIPTION OF THE BUCS

This description summarizes the material terms of the BUCS and the material provisions of the documents described below. This description is subject to, and is qualified in its entirety by reference to, all of the provisions of the documents described below (including the definitions therein of certain terms). If this description differs in any way from the summary in this prospectus, you should rely on this description. Copies of the trust declaration are available as set forth under “—Additional Information” below.

General

The trust declaration authorizes the administrative trustee, on behalf of the trust, to issue the BUCS and the common securities, which we refer to herein as the trust securities. The trust securities represent undivided beneficial interests in the assets of the trust. News America or one of its subsidiaries will own all of the common securities. The common securities rank equally with the BUCS, and payments on the common securities are to be made on a proportionate basis with the BUCS, except as described below under “—Subordination of Common Securities.” Legal title to the debentures is held by the property trustee in trust for the benefit of the holders of the BUCS and common securities.

The trust declaration does not permit the trust to issue any securities other than the BUCS and the common securities or to incur any indebtedness. News Corporation has guaranteed the payment of distributions by the trust, and payments upon redemption of the BUCS or liquidation of the trust, only if and to the extent that News America has made payments of interest or principal on the debentures held by the trust, as described under “Description of the BUCS Guarantee.” The BUCS guarantee is held by the guarantee trustee for the benefit of the holders of the BUCS. The remedies of a holder of BUCS in the event that payments on the BUCS are not paid when due are described below under “—Enforcement of Certain Rights by Holders of BUCS” and “Description of the BUCS Guarantee—Events of Default; Enforcement of Certain Rights by Holders of BUCS.”

Distributions

Distributions on each BUCS are payable in cash at the annual rate of 0.75% of the original liquidation preference of US$1,000 per BUCS. Distributions will accrue from and including the date the BUCS were first issued and are payable semi-annually in arrears on March 15, and September 15 of each year, commencing September 15, 2003 to the persons in whose names the BUCS are registered at the close of business on the preceding March 1 or September 1. The amount of distributions payable for any period is computed on the basis of a 360-day year of twelve 30-day months.

Distributions on the BUCS will be made on the dates on which they are payable to the extent that the trust has funds available for the payment of such distributions in the property trustee’s account. The funds of the trust available for distribution to holders of the BUCS will be limited to payments received by the trust from News America and the guarantors under the debentures. See “Description of the Debentures.” If News America and the guarantors do not make interest payments on such debentures, the property trustee will not have funds available to pay distributions on the BUCS. The payment of distributions (if and to the extent News America or a guarantor has made payments of principal or interest on the debentures held by the trust) is guaranteed by News Corporation on a limited basis as described below under “Description of the BUCS Guarantee.”

As long as the BUCS remain in book-entry form, subject to any applicable laws and regulations and the provisions of the trust declaration, each such payment will be made as described below under “—Form, Transfer, Exchange and Book-Entry Procedures.”

Exchange Rights

The BUCS are exchangeable into the exchange market value of the reference shares at any time on or after April 2, 2004 but before the close of business on the third business day immediately preceding March 15, 2023

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(or, in the case of BUCS called for redemption, before the close of business on the third business day before the applicable redemption date), at the option of the holders of BUCS and in the manner described below. The initial reference shares attributable to each BUCS are 77.09 BSkyB ordinary shares (equivalent to an original exchange price of US$12.9719 per ordinary share of BSkyB ordinary shares based on the 10 a.m. Buying Rate), subject to further adjustment as described below. See “—Changes to the Reference Shares” below.

We may pay the exchange market value of the reference shares for each BUCS that a holder presents for exchange as follows:

• in cash;

• by delivering the reference shares attributable to the BUCS; or

• in a combination thereof.

The terms of the BUCS provide that a holder of BUCS wishing to exercise its exchange right shall surrender such BUCS, together with an irrevocable exercise notice indicating the holder’s election, in the event we elect to satisfy our exchange obligation with reference shares, to receive BSkyB ordinary shares or BSkyB ADRs upon such exchange, to the property trustee, as exchange agent. For purposes of this discussion, if the BUCS are tendered by 9:30 a.m. on a trading day, such day shall be the “exchange date.” If the BUCS are tendered after 9:30 a.m., the following trading day shall be the “exchange date.”

When a holder surrenders BUCS for exchange, the exchange agent, if we so request, will cause the debentures underlying the BUCS tendered for exchange first to be offered to a financial institution chosen by News Corporation, if any, for exchange. In order to accept BUCS surrendered for exchange, the designated institution must agree to exchange for such BUCS a number of BSkyB ordinary shares plus any other common equity securities constituting the reference shares for such BUCS, plus cash for any fractional shares. The financial institution is not bound by the holder’s election to receive BSkyB ordinary shares or BSkyB ADRs.

Such institution must notify the exchange agent whether it will accept the BUCS for exchange on the first trading day immediately following the exchange date. If the financial institution elects to accept any such BUCS, it will deliver the appropriate number of BSkyB ordinary shares to the exchange agent and the exchange agent will deliver those shares to the holder who surrendered the BUCS within four trading days of the exchange date. Our designation of an institution to which BUCS may be submitted for exchange does not require the institution to accept any BUCS from the exchange agent.

If the designated financial institution declines to accept any BUCS for exchange, we will notify you through the exchange agent of our election to pay cash or deliver reference shares, or a combination of the foregoing, which notification shall be irrevocable, no later than 10:00 a.m., New York City time, on the second trading day following the exchange date. If the designated institution agrees to accept any BUCS for exchange but does not timely deliver the reference shares, we will exchange the BUCS and deliver the reference shares.

Any BUCS accepted for exchange by the designated institution will remain outstanding.

If we elect to pay in cash, the exchange market value of the BUCS will be the average of the daily volume weighted average price, or VWAP, of the reference shares during the 10 consecutive trading days beginning on the day following our notice to you of our intention to exchange those BUCS for cash, appropriately adjusted into U.S. dollars based on the 10 a.m. Buying Rate for such currency on each such day. We will pay the exchange market value within three business days after the end of such 10 trading day period.

If a BUCS is surrendered for exchange after the close of business on any regular record date for payment of a distribution and before the opening of business on the corresponding distribution payment date, then, notwithstanding such exchange, the distribution payable on such distribution payment date will be paid in cash to the person in whose name the BUCS is registered at the close of business on such record date, and, other than a

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BUCS or a portion of a BUCS called for redemption on a redemption date occurring after such record date and before such distribution payment date, when so surrendered for exchange the BUCS must be accompanied by payment of an amount equal to the distribution payable on such distribution payment date.

No fractional BSkyB ordinary shares will be delivered upon any exchange. Instead, we will pay holders cash in lieu of fractional shares based on the closing market price of BSkyB ordinary shares on the trading day before the date such BUCS are surrendered for exchange.

If more than one BUCS is surrendered for exchange by the same holder at the same time, the number of full shares of BSkyB ordinary shares deliverable upon exercise of those BUCS will be computed on the basis of the total number of BUCS surrendered for exchange.

We will not pay any consideration to, or otherwise enter into any arrangement with, the designated institution for or with respect to such designation. We anticipate that we will initially designate Salomon Smith Barney Inc. as the institution to which offers described above will be made, although we may change this designation at any time.

Holders may obtain copies of the required form of the exchange notice from the exchange agent. So long as a book-entry system for the BUCS is in effect, however, procedures for exchanging the BUCS will differ, as described below under “—Certain Book-Entry Procedures for Global Certificates.”

Additional Distributions

If a reference company pays or makes a dividend or distribution on its reference shares, we shall, except as provided below, pay or make an additional distribution to holders of the BUCS based on that dividend or distribution. At the date of this prospectus, the reference shares attributable to each BUCS consist of 77.09 ordinary shares of BSkyB, and BSkyB is the initial reference company. The reference shares and the reference company are subject to change as described under “—Changes to the Reference Shares” below.

We will treat as a regular cash dividend any cash dividend that is paid by a reference company in accordance with its publicly announced regular common equity dividend policy. We refer to any dividend or distribution by a reference company on its reference shares that is not a regular cash dividend as an extraordinary distribution. We will treat as an extraordinary distribution any consideration that is distributed in connection with a merger, consolidation, share exchange, liquidation, dissolution or similar or equivalent process involving a reference company.

As of the date of this prospectus, BSkyB is not paying dividends on its ordinary shares.

We will pay, except as provided below, to the holder of each BUCS, as an additional distribution, 75% of any regular cash dividend paid in respect of the reference shares attributable to each BUCS. We will pay any such additional distribution with respect to any regular cash dividend on the next semi-annual distribution payment date for the BUCS. The additional distribution will be paid to holders of BUCS as of 5:00 p.m., New York City time, on the regular record date for that distribution payment date.

Whether and what we pay or make by way of an additional distribution following an extraordinary distribution by a reference company on its reference shares will depend on the nature of the extraordinary distribution. If an extraordinary distribution consists of cash, we will pay to holders of the BUCS, as an additional distribution on each BUCS, 100% of the cash distribution received by a holder of the number of reference shares attributable to a BUCS.

If an extraordinary distribution consists of publicly traded common equity securities, we will not make an additional distribution to holders of the BUCS. Rather, the number of publicly traded common equity securities

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(including fractions thereof) distributed to a holder of the number of reference shares attributable to a BUCS will be treated as reference shares that are also attributable to that BUCS.

If an extraordinary distribution consists of publicly traded securities other than common equity securities, including options, warrants or similar rights to acquire reference shares, we will cause to be delivered to the holders of the BUCS, as an additional distribution on each BUCS, those securities received by a holder of the number of reference shares attributable to a BUCS. We will not, however, deliver fractional securities. Instead, we will pay cash in an amount equal to the product of the fractional interest times the closing price of the security as of the special record date we set for the additional distribution. If we are unable to distribute any securities as an additional distribution because necessary qualifications or registrations under applicable state or federal laws cannot be obtained on a timely basis, then the additional distribution may instead consist of cash. The cash payment will be based on the average, over the 10 trading days ending on the trading day next preceding the date the additional distribution is paid, of the closing prices of the security that would have otherwise been delivered.

If an extraordinary distribution consists of assets or property other than cash or publicly traded securities, we will pay to holders of the BUCS, as an additional distribution on each BUCS, an amount of cash equal to the fair market value of the assets or properties distributed to a holder of the number of reference shares attributable to a BUCS. That fair market value will be determined, in good faith, by News Corporation’s board of directors. However, a nationally recognized investment banking or appraisal firm retained by us will make that determination if we expect the aggregate fair market value of the assets or properties distributed on the number of reference shares attributable to all of the outstanding BUCS to exceed US$100,000,000.

Publicly traded common equity securities that are issued in connection with a merger, consolidation, share exchange, liquidation, dissolution or similar or equivalent process involving a reference company will themselves become reference shares. See “—Changes to the Reference Shares” below.

We will make an additional distribution that is attributable to an extraordinary distribution on the twentieth business day after such extraordinary distribution is made by the applicable reference company or successor reference company. The additional distribution will be paid to holders of the BUCS as of a special record date that will be the tenth business day prior to the date that we pay the additional distribution.

News Corporation will issue a press release setting forth the amount and composition, per BUCS, of any additional distribution to be made that is attributable to an extraordinary distribution, and will deliver such release to The Depository Trust Company, which we refer to as DTC, for dissemination through the DTC broadcast facility. All additional distributions that are paid or made in respect of any regular cash dividend amount or extraordinary distributions will be paid or made without any interest or other payment in respect of such amounts.

Adjusted Liquidation Preference

Original Liquidation Preference.    The liquidation preference of the BUCS initially is equal to their original liquidation preference, which is US$1,000 for each BUCS.

Adjustments To Liquidation Preference.    The liquidation preference of the BUCS will be adjusted downward to reflect any additional distributions that we make to holders of the BUCS that are attributable to extraordinary distributions made on the reference shares. No adjustment will be made to the liquidation preference, however, for additional distributions that are paid in respect of any regular cash dividend amount. Because the liquidation preference of the BUCS is subject to reduction, we refer to the liquidation preference of a BUCS at any time as its adjusted liquidation preference as the context requires. In no event will the adjusted liquidation preference of a BUCS be less than zero.

On any date that we pay or make an additional distribution to the holders of the BUCS that is attributable to an extraordinary distribution on the reference shares, the original liquidation preference of each BUCS (or, if

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such liquidation preference has previously been reduced, the adjusted liquidation preference of the BUCS) will be reduced by the amount of the additional distribution that is paid or made with respect to that BUCS. Thereafter, the adjusted liquidation preference will be further reduced on each successive semi-annual distribution payment date to the extent necessary to cause the semi-annual distribution payment on that date to represent the payment by us, in arrears, of an annualized yield of 0.75% of the adjusted liquidation preference of the BUCS. An adjustment for purposes of ensuring that we do not pay an annualized yield of more than 0.75% of the adjusted liquidation preference of the BUCS that is necessitated by the payment of an additional distribution to holders of the BUCS will take effect on the second succeeding distribution payment date after the payment of that distribution. We will issue a press release, and provide the release to DTC for dissemination through the DTC broadcast facility, each time an adjustment is made to the adjusted liquidation preference of the BUCS.

The adjustments described above will not affect the amount of the semi-annual distribution payments received by holders of BUCS, which will continue to be a rate equal to 0.75% per annum of the original liquidation preference of the BUCS.

Tax Event Redemption

Upon the occurrence of a tax event, as described below, News America may redeem the debentures, at its option, at any time, in whole but not in part, before the maturity of the debentures at a redemption price equal to 100% of the adjusted principal amount of the debentures so redeemed plus an amount equal to any accrued and unpaid interest and any final period distribution, within 90 days after such tax event; provided that News America may effect such redemption only if dissolving the trust and causing the trust to distribute the debentures to the holders of BUCS, as described in “—Distribution of Debentures,” would not prevent the occurrence of, or cure, such tax event.

Promptly following any such redemption of the debentures, the trust will redeem the BUCS having an adjusted liquidation preference equal to the aggregate adjusted principal amount of the debentures redeemed at a redemption price equal to the liquidation preference of such BUCS plus an amount equal to any accrued and unpaid distributions to the redemption date and any final period payment thereon. The common securities will be redeemed on a proportionate basis with the BUCS, except that if a trust declaration event of default has occurred and is continuing, the BUCS will have a priority over the common securities with respect to the redemption price.

If a tax event occurs and is continuing and News America does not elect to either (1) distribute the debentures (see “—Distribution of Debentures”) or (2) redeem the debentures, subject to the conditions set forth above, News Corporation will pay all additional taxes and other expenses of the trust (see “—Expenses of the Trust”), so that the amount of distributions then due and payable by the trust on the outstanding trust securities will not be reduced as a result of any additional taxes and other expenses to which the trust has become subject as a result of a tax event.

A “tax event” means the receipt by the property trustee, on behalf of the trust, of an opinion of counsel, rendered by a law firm having a recognized national tax and securities law practice (which opinion shall not have been rescinded by such law firm), to the effect that, as a result of:

• any amendment to, or change, including any announced prospective change, in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or

• any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of issuance of the BUCS under the trust declaration, there is more than an insubstantial risk that:

• the trust is, or within 90 days of the date thereof will be, subject to U.S. federal income tax with respect to income received or accrued on the debentures,

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• interest paid by News America on such debentures is not, or within 90 days of the date thereof will not be, deductible by News America, in whole or in part, for U.S. federal income tax purposes, or

• the trust is, or within 90 days of the date thereof will be, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

The trust may not redeem the BUCS in part unless all accrued and unpaid distributions have been paid in full on all outstanding BUCS for all semi-annual distribution periods terminating on or before the redemption date. If fewer than all the outstanding BUCS are to be redeemed, the BUCS to be so redeemed will be selected by DTC, as described below under “—Form, Transfer, Exchange and Book-Entry Procedures.”

Redemption at Our Option

Except as provided under “—Mandatory Redemption”, “—Redemption as a Result of an Obligation to Pay Additional Amounts” and “—Change in Control Permits Repurchase of BUCS at the Option of the Holder” below and “—Tax Event Redemption” above, the trust may not redeem the BUCS before March 20, 2010. On and after March 20, 2010, upon any permitted redemption by News America of the debentures, the BUCS are subject to redemption, in whole or in part, upon not less than 30 days nor more than 60 days notice, at the then adjusted liquidation preference plus accrued and unpaid distributions and any final period distributions. The trust may pay the redemption price in cash, BSkyB ordinary shares or a combination thereof and will inform the holder of its decision in such notice.

The value of BSkyB ordinary shares to be delivered upon redemption will be determined based on the average daily VWAP (appropriately adjusted each day into U.S. dollars based on the 10 a.m. Buying Rate for such currency on such day) of BSkyB ordinary shares on the London Stock Exchange, or the principal stock exchange on which the BSkyB ordinary shares trade, if other than the London Stock Exchange, during the 10 consecutive trading day period immediately prior to the fifth business day preceding the redemption date. If the trust makes a partial redemption, BUCS in an original aggregate liquidation preference of at least US$100 million must remain outstanding.

The trust may not redeem the BUCS in part unless all accrued and unpaid distributions have been paid in full on all outstanding BUCS for all semi-annual distribution periods terminating on or before the redemption date. If fewer than all the outstanding BUCS are to be redeemed, the BUCS to be so redeemed will be selected by DTC as described below under “—Form, Transfer, Exchange and Book-Entry Procedures.”

Redemption at Your Option

Holders of the BUCS may tender BUCS for purchase by us on March 15, 2010, March 15, 2013, or March 15, 2018 for payment of the adjusted liquidation preference of such BUCS plus an amount equal to any accrued and unpaid distributions and any final period distribution (the “redemption purchase price”). News America may elect to pay the redemption purchase price in cash, BSkyB ordinary shares, or News Corporation preferred ADSs, or any combination thereof. Holders may submit their BUCS for redemption to the paying agent at any time from the opening of business that is 20 business days prior to the purchase date until the close of business on the fifth business day prior to the purchase date.

On a date not less than 30 but no more than 60 days prior to each purchase date, we are required to give notice to all holders at their addresses shown in the register of the registrar, and beneficial owners as required by applicable law, stating, among other things, the procedures that holders must follow to require us to purchase their BUCS. We will also state whether we will pay the redemption purchase price of BUCS in cash, BSkyB ordinary shares, News Corporation preferred ADSs or a combination thereof.

The number of BSkyB ordinary shares or News Corporation preferred ADSs deliverable upon redemption shall be equal to the number obtained by dividing the redemption purchase price by the cash redemption market value of such security.

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If we elect to pay in BSkyB ordinary shares or News Corporation preferred ADSs, the redemption market value of the BUCS will be the average daily VWAP (appropriately adjusted each day into U.S. dollars based on the 10 a.m. Buying Rate for such currency on such day) of the security in which we elect to pay during the 10 consecutive trading day period, immediately prior to the fifth business day preceding the redemption date. We will pay the redemption market value on the redemption date.

The purchase notice given by each holder electing to require us to purchase BUCS must be given so as to be received by the paying agent no later than the close of business on the fifth business day prior to the purchase date and must state:

• the certificate numbers of the holder’s BUCS to be delivered for purchase;

• the portion of the adjusted liquidation preference of the BUCS to be purchased; and

• that the BUCS are to be purchased by us pursuant to the applicable provisions of the BUCS.

A holder may withdraw any purchase notice by delivering a written notice of withdrawal to the paying agent by the close of business on the third business day prior to the purchase date. The notice of withdrawal shall state:

• the adjusted liquidation preference of the BUCS being withdrawn;

• the certificate numbers of the BUCS being withdrawn; and

• the liquidation preference, if any, of the BUCS that remain subject to the purchase notice.

In connection with any purchase offer, we will:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then apply; and

• file Schedule TO or any other required schedule under the Exchange Act.

Our obligation to pay the purchase price for a BUCS as to which a purchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the BUCS, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will cause the redemption purchase price for the BUCS to be paid promptly following the later of the purchase date or the time of delivery of the BUCS.

If the paying agent holds money or securities sufficient to pay the redemption purchase price of the BUCS on the purchase date in accordance with the terms of the trust declaration, then, immediately after the purchase date, the BUCS will cease to be outstanding and distributions on such BUCS will cease to accrue, whether or not such BUCS is delivered to the paying agent. After the BUCS ceases to be outstanding, all other rights of the holder shall terminate, other than the right to receive the redemption purchase price upon delivery of the BUCS.

The terms of our then-existing borrowing agreements may limit our ability to purchase BUCS.

We may not purchase any BUCS at the option of holders if an event of default with respect to the BUCS, other than a default in the payment of the redemption purchase price with respect to such BUCS, has occurred and is continuing.

Change in Control Permits Repurchase of BUCS at the Option of the Holder

Within 15 business days after the occurrence of a Change of Control Triggering Event, as herein defined, we will be required to make an offer, or a Change of Control Offer, to purchase all of the BUCS at a purchase price equal to the adjusted liquidation preference of the BUCS and any accrued but unpaid distribution to the date of purchase plus any final period distribution.

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We shall commence a Change of Control Offer by mailing a notice to each holder stating:

• that the Change of Control Offer is being made pursuant to a covenant in the indenture and that all BUCS validly tendered will be accepted for payment;

• the purchase price and the purchase date (which shall be not less than 30 days nor more than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”);

• that any BUCS accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

• that holders electing to have BUCS purchased pursuant to the Change of Control Offer will be required to surrender the BUCS to the paying agent at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

• that holders will be entitled to withdraw their tender of BUCS on the terms and conditions set forth in such notice which will allow any holder to withdraw BUCS if they notify the Trustee prior to the Change of Control Payment Date; and

• that holders who elect to require that only a portion of the BUCS held by them be repurchased by News Corporation will be issued new BUCS equal in the original liquidation preference to the unpurchased portion of the BUCS surrendered. No BUCS will be purchased from any holder who does not tender any BUCS pursuant to the Change of Control Offer.

On the Change of Control Payment Date, we shall (i) accept for payment tendered BUCS or portions thereof pursuant to the Change of Control Offer, (ii) deposit with the paying agent cash in same-day funds sufficient to pay the purchase price of BUCS or portions thereof so accepted and (iii) deliver, or cause to be delivered, to the Trustee BUCS so accepted. The paying agent shall promptly make available to the holders of BUCS so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and make available for delivery to such holders a new security of the same class equal in principal amount to any unpurchased portion of BUCS surrendered. News Corporation will publicly announce the results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date. For purposes of this covenant, the Trustee shall act as the paying agent.

This covenant is intended to allow the holders the option of having their BUCS purchased in the event that members of the Murdoch Family (as herein defined) no longer effectively control News Corporation and a Rating Decline (as herein defined) occurs shortly thereafter.

News Corporation and its subsidiaries will comply with the appropriate provisions of the Exchange Act, including Rule 14e-1, in the event of a Change of Control Offer. The Change of Control purchase feature of the BUCS may in certain circumstances make more difficult or discourage a takeover of News Corporation and, thus, the removal of incumbent management. The Change of Control purchase feature, however, is not the result of management’s knowledge of any specific effort to accumulate ordinary shares of News Corporation or to obtain control of News Corporation by means of a merger, tender offer, solicitation or otherwise, or part of a plan by management to adopt a series of anti-takeover provisions. Instead, the Change of Control purchase feature is a standard term contained in other offerings of debt securities of other issuers containing features corresponding to the terms of the BUCS.

As of March 31, 2003, News Corporation had outstanding approximately A$13.02 billion (US$8.668 billion) of debt under various senior indentures, which contain change of control provisions similar to those set forth herein. The terms of News Corporation’s Revolving Credit Agreement and certain other outstanding obligations contain change of control provisions that do not require a Rating Decline as a condition to the triggering of obligations with respect to repayment. In the event of the default by News Corporation or the guarantors in the payment of its or their obligations with respect to such other indebtedness (including a default in making required payments upon a change of control or a Change of Control Triggering Event), such default

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would, to the extent that the aggregate amount of indebtedness outstanding which is declared to be due and payable under such instrument or instruments exceeds US$100 million, constitute an event of default under the BUCS.

Our ability to repurchase the BUCS upon a Change of Control Triggering Event will depend upon the availability of cash sufficient to pay the purchase price and upon the terms of News America and News Corporation’s then existing loan agreements and indentures. If a Change of Control were to occur, there can be no assurance that News Corporation would have funds sufficient to pay the Change of Control purchase price for all of the BUCS that might be delivered by holders seeking to exercise the purchase right. In addition, the Revolving Credit Agreement, to which News America, News Corporation and certain of their affiliates are parties, could restrict the ability of News Corporation to repurchase the BUCS upon a Change of Control. The ability of News Corporation to repurchase the BUCS upon a Change of Control will depend upon the principal amount of the BUCS required to be repurchased, the limitations imposed by the covenants (whether contained in the Revolving Credit Agreement or otherwise) then in effect and, if required, the consent by the banks representing a majority of the outstanding indebtedness under the Revolving Credit Agreement.

“Change of Control” shall mean the occurrence of the following: any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than News Corporation, any subsidiary of News Corporation, any employee benefit plan of either News Corporation or any subsidiary of News Corporation, or the Murdoch Family, becomes the beneficial owner of the greater of (A) 30% or more of the combined voting power of News Corporation’s then outstanding ordinary shares entitled to vote generally for the election of directors, or the Voting Securities; and (B) if the Murdoch Family is the beneficial owner of, or has the right to vote, more than 30% of the Voting Securities, a percentage of Voting Securities greater than the percentage of Voting Securities so owned or voted by the Murdoch Family.

“Change of Control Triggering Event” shall mean a Change of Control and a Rating Decline.

“Investment Grade” is defined as a rating of BBB- or higher by Standard & Poor’s Corporation and its successors, or S&P, or a rating of Baa3 or higher by Moody’s Investor Service, Inc. and its successors, or Moody’s, or the equivalent of such ratings.

“Murdoch Family” shall mean K. Rupert Murdoch, his wife, parents, children, or brothers or sisters or children of brothers or sisters, or grandchildren, grand nieces and grand nephews and other members of his immediate family or any trust or any other entity directly or indirectly controlled by one or more of the members of the Murdoch Family described above, or the “controlled entities”. A trust shall be deemed controlled by the Murdoch Family if the majority of the trustees are members of the Murdoch Family or can be removed or replaced by any one or more members of the Murdoch Family or the controlled entities.

“Rating Agencies” is defined as (i) S&P and (ii) Moody’s or (iii) if S&P or Moody’s or both shall not make a rating of the BUCS publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by News Corporation, which shall be substituted for S&P or Moody’s or both, as the case may be, so that there shall always be two nationally recognized securities rating agencies rating the BUCS.

“Rating Category” is defined as (i) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In determining whether the rating of the BUCS has decreased by one or more gradations, gradations within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, will constitute a decrease of one gradation).

“Rating Date” is defined as the date which is 90 days prior to the earlier of (i) a Change of Control or (ii) public notice of the occurrence of a Change of Control or of the intention by News Corporation to effect a Change of Control.

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“Rating Decline” is defined as the occurrence of the following on, or within 90 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by News Corporation to effect a Change of Control (which period shall be extended so long as the rating of the BUCS is under publicly announced consideration for a possible downgrade by any of the Rating Agencies), (a) in the event the BUCS are rated by either Rating Agency on the Rating Date as Investment Grade, the rating of the BUCS shall be reduced so that the BUCS are rated below Investment Grade by both Rating Agencies, or (b) in the event the BUCS are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the BUCS by either Rating Agency shall be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories).

Mandatory Redemption

Upon repayment of the debentures at maturity or as a result of the acceleration of the debentures upon the occurrence of an indenture event of default described below under “Description of the Debentures—Indenture Events of Default,” the trust shall use the cash it receives to redeem BUCS having an aggregate adjusted liquidation preference equal to the aggregate adjusted principal amount of the debentures so repaid plus an amount equal to any accrued and unpaid distributions on the BUCS. In the case of acceleration of the debentures, the trust will redeem the BUCS only after it actually receives repayment of the debentures.

Redemption as a Result of an Obligation to Pay Additional Amounts

News America may redeem the debentures, at its option, for cash, in whole but not in part, at any time, upon not less than 30 nor more than 60 days notice given in the manner described in the indenture (which notice shall be irrevocable), at a price equal to 100% of the adjusted principal amount of the debentures to be redeemed plus an amount equal to any accrued and unpaid interest payments to the redemption date and any final period interest payment thereon, if (i) News America is financially unable to fulfill its obligations under the indenture and a guarantor is required to make payments on the debentures pursuant to its guarantee, (ii) a guarantor that is not a U.S. resident has or will become obligated to pay the amounts described under “Certain United States Federal Tax Considerations—Additional Amounts” and (iii) such obligation cannot be avoided by the guarantor taking reasonable measures (including News Corporation causing any other guarantor to make payments pursuant to the guarantee) that require no material cost to News Corporation or any other guarantor. See “Certain United States Federal Tax Considerations—Additional Amounts.”

Promptly following any such redemption of the debentures, the trust will redeem the BUCS having an adjusted liquidation preference equal to the aggregate adjusted principal amount of the debentures redeemed at a redemption price equal to the adjusted liquidation preference of such BUCS plus an amount equal to any accrued and unpaid distributions to the redemption date and any final period distribution thereon. The common securities will be redeemed on a proportionate basis with the BUCS.

Redemption Procedures

The property trustee will give holders of BUCS at least 30, but not more than 60, days notice of any redemption of BUCS, including any redemption at your option following a Change of Control Triggering Event, which notice will be irrevocable.

If the property trustee gives a notice of redemption of the BUCS, then by 12:00 noon, New York City time, on the redemption date, the property trustee will deposit irrevocably with DTC or the exchange agent, as the case may be, funds sufficient to pay the applicable redemption price for the BUCS to be redeemed to the extent News Corporation has paid the property trustee a sufficient amount of cash in connection with the related redemption or repayment of the debentures. The property trustee will also give DTC or the exchange agent, as the case may be, irrevocable instructions and authority to pay the redemption price to the holders of such BUCS. See “—Form, Transfer, Exchange and Book-Entry Procedures.” If such BUCS are no longer in book-entry form, the property

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trustee, to the extent funds are available, will irrevocably deposit with the paying agent, as described under “—Payment and Paying Agency” below, funds sufficient to pay the applicable redemption price and will give the paying agent irrevocable instructions and authority to pay the redemption price to the holders thereof upon surrender of their certificates evidencing such BUCS. In the case of a redemption at the election of a holder following a Change of Control Triggering Event, such holder shall give the trust and News Corporation notice of such election within five business days prior to the redemption date set by News Corporation. Such redemption notice shall state in the case of BUCS in certificated form, the certificate numbers of the holder’s BUCS to be delivered for redemption. Any such redemption notice may be withdrawn by a holder by a written notice of withdrawal delivered to the trust and News Corporation prior to the close of business on the third business day prior to the redemption date. The notice of withdrawal shall state:

• the number of BUCS being withdrawn;

• in the case of BUCS in certificated form, the certificate numbers;

• numbers of the BUCS being withdrawn; and

• the number of the holder’s BUCS, if any, that remains subject to the redemption notice.

If a notice of redemption shall have been given by News Corporation and the trust, and, in the case of a redemption following a Change of Control Triggering Event, by the holders of BUCS, and funds deposited as required, then, upon the date of such deposit, immediately before the close of business on the date of such deposit, distributions will cease to accrue on the BUCS called for redemption, such BUCS shall no longer be deemed to be outstanding and all rights of the holders of such BUCS so called for redemption will cease, except the right of the holders of such BUCS to receive the redemption purchase price, but without interest on such redemption purchase price.

If payment of the redemption purchase price in respect of BUCS being redeemed is improperly withheld or refused and not paid either by the trust or by News Corporation pursuant to the BUCS guarantee as described under “Description of the BUCS Guarantee,” distributions on such BUCS will continue to accrue at the then applicable rate, from the redemption date originally established by the trust to the date such redemption purchase price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the redemption purchase price.

Subject to applicable law including, without limitation, U.S. federal securities law, News Corporation or its subsidiaries may at any time and from time to time purchase outstanding BUCS by tender, in the open market or by private agreement. Payment of the redemption purchase price on the BUCS and any distribution of debentures to holders of BUCS shall be made to the applicable record holders thereof as they appear on the register for such BUCS on the relevant record date, which shall be the fifteenth day (whether or not a business day) before the redemption date or liquidation date, as applicable.

If the trust redeems less than all of the trust securities on a redemption date, other than a redemption date relating to a redemption following a Change of Control Triggering Event, then the aggregate liquidation amount of such trust securities to be redeemed shall be allocated proportionately among the BUCS and the common securities. The property trustee shall select the particular BUCS to be redeemed not more than 45 days before the redemption date from the outstanding BUCS not previously called for redemption, by lot or by such method as the property trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the adjusted liquidation preference of the BUCS. The property trustee shall promptly notify the exchange agent in writing of the BUCS selected for redemption and, in the case of any BUCS selected for partial redemption, the adjusted liquidation preference thereof to be redeemed; it being understood that, in the case of BUCS held by DTC (or any successor) or its nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of DTC or its nominee. For all purposes of the trust declaration, unless the context otherwise requires, all provisions relating to the redemption of BUCS shall relate, in the case of any

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BUCS redeemed or to be redeemed only in part, to the portion of the aggregate adjusted liquidation preference of BUCS that has been or is to be redeemed.

Changes to the Reference Shares

As of the date of this prospectus, BSkyB is the reference company and one ordinary share of BSkyB represents one reference share. The reference company may change over the 20-year term of the debentures underlying the BUCS, or there may be one or more additional reference companies. A change in, or the addition of, a reference company will result in a change in, or the addition to, the reference shares attributable to the debentures and the BUCS. One reference share may, over time, consist of a basket of reference shares.

The initial reference shares attributable to each BUCS are 77.09 ordinary shares of BSkyB.

The reference shares attributable to each debenture and BUCS will be affected by the following events, in the manner described below:

Dividends and Distributions.    If a reference company makes a dividend or distribution on its reference shares consisting of additional reference shares of the same class, then the number of reference shares attributable to each debenture and BUCS will equal the sum of:

• the number of reference shares attributable to each debenture and BUCS immediately prior to the dividend or distribution; and

• the number of additional references shares that a holder of the number of reference shares attributable to each debenture and BUCS receives as a result of the dividend or distribution.

If a reference company makes a distribution on its reference shares consisting of publicly traded common equity securities of another class of that reference company or of another issuer, then the reference shares attributable to each debenture and BUCS will consist of the following:

• the number of reference shares attributable to each debenture and BUCS immediately prior to the distribution; and

• the number and type of new common equity securities that a holder of the number of reference shares attributable to each debenture and BUCS receives as a result of the distribution.

Any change in the reference shares attributable to a debenture and BUCS that results from a dividend or distribution by a reference company will be deemed to have occurred on the date the dividend or distribution is made by the reference company.

Combinations, Subdivisions and Reclassifications.    If a reference company combines or subdivides its reference shares or issues by reclassification of its reference shares any shares of any other class of its publicly traded common equity securities (including any reclassification that is effected in connection with a merger in which the reference company is the continuing corporation), the reference shares will be adjusted so that the reference shares attributable to each debenture and BUCS will become the number and kind of reference shares that a holder of the reference shares attributable to each debenture and BUCS immediately prior to the combination, subdivision or reclassification owns immediately following that action.

Any change in the reference shares attributable to a debenture and BUCS that results from a combination, split or reclassification by a reference company will be deemed to have occurred immediately after the effective date of the combination, subdivision or reclassification.

Mergers and Consolidations.    If a reference company merges, consolidates or enters into any similar arrangement with another company where the reference shares are exchanged for other publicly traded common

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equity securities, the reference shares will be adjusted so that the reference shares attributable to each debenture and BUCS will become the number and kind of publicly traded common equity securities that a holder of the number of reference shares attributable to each debenture and BUCS immediately prior to the merger, consolidation or other similar arrangement owns immediately following the merger, consolidation or other similar arrangement. To the extent the consideration received by the holders of reference shares in a merger, consolidation or other similar arrangement consists of cash or assets other than publicly traded common equity securities, the cash and assets so received will be treated as though they were part of an extraordinary distribution by the reference company or the successor reference company, and shall be the object of an additional distribution by News America. See “—Additional Distributions” above.

If an election is offered to holders of reference shares as to the form of consideration they may receive in any merger, consolidation or other similar arrangement, such election shall be deemed a reference share offer and treated in the manner described under “—Tender or Exchange Offer; Elections” below. Any change in the reference shares attributable to a debenture and BUCS that results from a merger, consolidation or other similar arrangement will be deemed to have occurred immediately after the effective date of the merger, consolidation or other similar arrangement.

Statutory Share Exchange.    If a reference company participates in a statutory share exchange with another company where the reference shares are exchanged for other publicly traded common equity securities, the reference shares will be adjusted so that the reference shares attributable to each debenture and BUCS will become the number and kind of publicly traded common equity securities that a holder of the number of reference shares attributable to each debenture and BUCS immediately prior to the share exchange owns immediately following the share exchange. To the extent the consideration received by the holders of reference shares in a share exchange consists of cash or assets other than publicly traded common equity securities, the cash and assets so exchanged will be treated as though they were part of an extraordinary distribution by the reference company or the successor reference company, and shall be the object of an additional distribution by News Corporation. See “—Additional Distributions” above.

If an election is offered to holders of reference shares as to the form of consideration they may receive in any statutory exchange, such election shall be deemed a reference share offer and treated in the manner described under “—Tender or Exchange Offer; Elections” below.

Any change in the reference shares attributable to a debenture and BUCS that results from a share exchange will be deemed to have occurred immediately after the effective date of the share exchange.

Liquidation or Dissolution.    If a reference company liquidates or dissolves, the reference shares will be adjusted so that the reference shares attributable to each debenture and BUCS will become the number and kind of publicly traded common equity securities, if any, that a holder of the number of reference shares attributable to each debenture and BUCS immediately prior to the liquidation or dissolution owns immediately thereafter. To the extent the consideration received by the holders of reference shares in a liquidation or dissolution consists of cash or assets other than publicly traded common equity securities, the cash and assets so exchanged will be treated as though they were part of an extraordinary distribution by the reference company, and shall be the subject of an additional distribution by News Corporation. See “—Additional Distributions” above.

Any change in the reference shares attributable to a debenture and BUCS that results from the liquidation or dissolution of a reference company will be deemed to have occurred immediately after the effective date of the liquidation or dissolution.

Tender or Exchange Offer; Elections.    The reference shares will be adjusted in the event of any tender or exchange offer for 30% or more of the outstanding reference shares of any reference company. In the event of such a tender offer, or any consolidation, merger or statutory share exchange involving a reference company in which an election is given to holders of reference shares as to the consideration to be received in the transaction, a reference share offer shall be deemed to have been made.

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If a reference share offer is made, we will make a reference share offer adjustment. This means the reference shares attributable to each debenture and BUCS will include, immediately after the closing of the reference share offer, the portion of the average transaction consideration that consists of publicly traded common equity securities. In addition, this means reducing the reference shares attributable to each debenture and BUCS immediately prior to the closing of such reference share offer by the reference share proportionate reduction.

The term “average transaction consideration” means, as to each reference share subject to the reference share offer, the quotient derived by dividing (1) the aggregate amount of consideration actually distributed or paid to all holders of reference shares that participated in the reference share offer, by (2) the total number of reference shares outstanding immediately prior to the closing of the reference share offer and entitled to participate in that reference share offer.

The term “reference share proportionate reduction” means a proportionate reduction in the number of reference shares attributable to each debenture that are the subject of the reference share offer, calculated in accordance with the following formula:

R = X/N

where:

R	=	the fraction by which the number of reference shares that are the subject of the reference share offer and attributable to each debenture will be reduced.
X	=	the aggregate number of such reference shares that are surrendered and accepted in the reference share offer.
N	=	the aggregate number of reference shares, which are the subject of the reference share offer, outstanding immediately prior to the closing of the reference share offer.

Any portion of the average transaction consideration that does not consist of publicly traded common equity securities will be treated as though it were part of an extraordinary distribution by the reference company, and shall be the object of an additional distribution by News America . See “—Additional Distributions” above.

Any change in the reference shares attributable to a debenture and BUCS that results from a reference share offer will be deemed to have occurred immediately after the closing of the tender or exchange offer or the effective date of the merger, consolidation or statutory share exchange involving an election, as the case may be.

If following any merger, consolidation, liquidation, dissolution, exchange offer or tender offer no reference shares were to remain outstanding, the maturity of the debentures would not be accelerated and the debentures would continue to remain outstanding until the stated maturity date, unless the BUCS were earlier redeemed by us. At the stated maturity or upon redemption, holders of the BUCS would only be entitled to receive the adjusted principal amount of the debentures, plus any accrued but unpaid interest and any final period distribution.

Distribution of Debentures

At any time, News Corporation has the right to dissolve the trust and, after satisfaction of the liabilities of creditors of the trust as provided by applicable law, cause the debentures to be distributed to the holders of the BUCS and common securities in liquidation of the trust. Circumstances under which News Corporation may determine to exercise such right could include:

• the occurrence of a tax event (see “—Tax Event Redemption”);

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• adverse tax consequences to News Corporation or the trust that are not within the definition of a tax event because they do not result from an amendment or change described in such definition; or

• changes in the accounting requirements applicable to the BUCS.

Under current U.S. federal income tax law and interpretations and assuming, as expected, that the trust is treated as a grantor and not as an association taxable as a corporation for U.S. federal income tax purposes, a distribution of the debentures should not be a taxable event to the trust and holders of the BUCS. After the liquidation date fixed for any distribution of the debentures:

• the BUCS will no longer be deemed to be outstanding;

• DTC or its nominee, as the record holder of such BUCS, will receive a global certificate or certificates representing the debentures to be delivered upon such distribution; and

• any certificates representing such BUCS not held by DTC or its nominee will be deemed to represent the debentures having an adjusted principal amount equal to the adjusted liquidation preference of such BUCS, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on such BUCS until such certificates are presented to the property trustee for transfer or reissuance.

For a description of DTC and the terms of the depository arrangements, see “—Form, Transfer, Exchange and Book-Entry Procedures” and “—Certain Book-Entry Procedures for Global Certificates” below.

Liquidation Distribution Upon Dissolution

In the event of any voluntary or involuntary liquidation, termination, dissolution or winding up of the trust, any of which we refer to as a liquidation, the holders of the BUCS at that time will be entitled to receive out of the assets of the trust, after satisfaction of liabilities to creditors as provided by applicable law, distributions in an amount equal to the aggregate of the adjusted liquidation preference per BUCS plus accrued and unpaid distributions and any final period distribution thereon to the date of payment, unless, in connection with the liquidation, debentures in an aggregate principal amount equal to the aggregate stated liquidation amount of the trust securities and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on such trust securities have been distributed on a proportionate basis to the holders of trust securities in exchange for such trust securities. See ”—Distribution of Debentures.”

If, upon any liquidation, the liquidation distribution can be paid only in part because the trust has insufficient assets available to pay it in full, then the trust will pay the amounts on a proportionate basis. The holder(s) of the common securities will be entitled to receive liquidation distributions upon any such liquidation on a proportionate basis with the holders of the BUCS, except that if an indenture event of default has occurred and is continuing, the BUCS shall have a priority over the common securities in those liquidation distributions. See “—Subordination of Common Securities” below.

Pursuant to the trust declaration, the trust shall automatically dissolve upon expiration of its term on March 15, 2024, and shall also dissolve on the first to occur of:

• certain events of bankruptcy, dissolution or liquidation of News America or News Corporation;

• written direction by News Corporation, as depositor, to the property trustee to dissolve the trust (which direction is optional and wholly within the discretion of News Corporation, as the depositor) and, after satisfaction of liabilities to creditors of the trust as provided by applicable law, to distribute the debentures to the holders of the trust securities;

• the redemption or exchange of all of the BUCS and common securities; and

• the entry of a decree of judicial dissolution of the trust.

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Subordination of Common Securities

Payment of distributions on, and the redemption price of, the BUCS and common securities of the trust shall be made on a proportionate basis based on the liquidation amount of such trust securities; provided, however, that if on any distribution date or redemption date a trust declaration event of default, as described below, shall have occurred and be continuing:

• no payment of any distribution on, or redemption purchase price of, any of the common securities of the trust, and no other payment on account of the redemption, liquidation or other acquisition of such common securities, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding BUCS for all distribution periods ending on or before such distribution date or redemption date, or in the case of payment of the redemption purchase price the full amount of such redemption purchase price on all of the outstanding BUCS then called for redemption, shall have been made or provided for; and

• all funds available to the property trustee shall first be applied to the payment in full in cash of all distributions on, or redemption purchase price of, the BUCS then due and payable.

In the case of any trust declaration event of default, News America, as holder of the common securities, will be deemed to have waived any right to act with respect to any such trust declaration event of default until all such trust declaration events of default with respect to the BUCS have been cured, waived or otherwise eliminated. Until all such trust declaration events of default with respect to the BUCS have been cured, waived or otherwise eliminated, the property trustee shall act solely on behalf of the holders of the BUCS and not on behalf of News America as holder of the common securities, and only the holders of the BUCS will have the right to direct the property trustee to act on their behalf.

Trust Declaration Events of Default

An event of default under the indenture, which we refer to as an indenture event of default, constitutes an event of default under the trust declaration with respect to the trust securities whatever the reason for such indenture event of default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. Any event of default under the trust declaration is referred to in this prospectus as a trust declaration event of default.

Within ten days after the occurrence of any trust declaration event of default actually known to the property trustee, the property trustee shall transmit notice of such trust declaration event of default to the holders of the BUCS, the administrative trustees, and News Corporation, as depositor, unless such trust declaration event of default shall have been cured or waived. News Corporation, as depositor, and the administrative trustees, on behalf of the trust, are required to file annually with the property trustee a certificate as to whether or not they are in compliance with all the conditions and covenants applicable to them under the trust declaration. If a trust declaration event of default has occurred and is continuing, the BUCS shall have preference over the common securities upon termination of the trust as described above. See “—Subordination of Common Securities.” The existence of a trust declaration event of default does not entitle the holders of BUCS to accelerate the mandatory redemption of the BUCS.

Enforcement of Certain Rights by Holders of BUCS

If a trust declaration event of default has occurred and is continuing, then a holder of the BUCS will rely on the property trustee to enforce its rights as a holder of the debentures against News America and the guarantors. In addition, the holders of a majority in aggregate original liquidation preference of the BUCS will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the property trustee or to direct the exercise of any trust or power conferred upon the property trustee under the trust declaration, including the right to direct the property trustee to exercise the remedies available to it as a holder of

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the debentures. No holder of BUCS may institute any action directly against News America and the guarantors under the indenture unless:

• such holder previously shall have given the property trustee written notice of default and continuance thereof;

• the holders of not less than 25% of the aggregate adjusted liquidation preference of the BUCS then outstanding shall have requested the property trustee to institute such action and shall have offered the property trustee reasonable indemnification; and

• the property trustee shall not have instituted such action within 90 days of such request.

Notwithstanding the foregoing, if a trust declaration event of default has occurred and is continuing and such event is attributable to the failure of News America and the guarantors to make any interest, principal, redemption, purchase price, change in control purchase price or other payment on the debentures on the date such amount is otherwise payable, then a holder of BUCS may sue News America and the guarantors directly to collect its proportionate share of payments owed, without first:

• directing the property trustee to enforce the terms of the debentures;

• instituting a legal proceeding against News America and the guarantors to enforce the property trustee’s rights under the debentures; or

• instituting a legal proceeding against the property trustee or any other person or entity.

News America and the guarantors will be able to set off any payment made to a holder of BUCS against its obligation to make a corresponding payment of principal or interest, as the case may be, on the debentures.

Merger or Consolidation of Trustees

Any corporation into which the property trustee, the Delaware trustee or any administrative trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such trustee, shall be the successor of such trustee under the trust declaration, provided such corporation shall be otherwise qualified and eligible.

Expenses of the Trust

Pursuant to the trust declaration, News America will pay all of the costs, expenses or liabilities of the trust, other than obligations of the trust to pay to the holders of any trust securities the amounts due such holders pursuant to the terms of the trust securities. Such costs, expenses and liabilities shall include any taxes to which the trust may become subject, whether as a result of a tax event or otherwise, other than withholding taxes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust

The trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except as described below.

The trust may, at the request of News America, with the consent of the administrative trustees and without the consent of the property trustee, the Delaware trustee or the holders of the BUCS, merge with or into, consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State, provided that:

• such successor entity either:

(A) expressly assumes all of the obligations of the trust with respect to the trust securities or

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(B) substitutes for the BUCS other securities having substantially the same terms as the BUCS so long as the successor securities rank the same as the BUCS with respect to distributions and payments upon liquidation, redemption and otherwise;

• News America expressly appoints a trustee of such successor entity possessing the same powers and duties as the property trustee as the holder of the debentures;

• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the BUCS (including any successor securities) to be downgraded by any nationally recognized statistical rating organization;

• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the BUCS including any successor securities in any material respect; such successor entity has a purpose identical to that of the trust;

• before the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, News Corporation has received an opinion from independent counsel to the trust experienced in such matters to the effect that:

(A) the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the BUCS (including any successor securities) in any material respect (other than with respect to any dilution of the holders’ interest in the new entity); and

(B) following the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act; and

• News America or any permitted successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the BUCS guarantee.

Notwithstanding the foregoing, the trust shall not, except with the consent of holders of 100% in aggregate liquidation amount of the trust securities, consolidate, amalgamate, merge with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the trust or the successor entity to be classified as other than a grantor trust for U.S. federal income tax purposes.

Registration Rights

News Corporation, News America and the trust have entered into a registration rights agreement with the initial purchasers of the BUCS. Under the registration rights agreement, we agreed to:

• file, on or before July 19, 2003, a shelf registration statement with the Commission on the appropriate form under the Securities Act to cover resales of the BUCS, the BUCS guarantee and sales of the debentures and guarantees thereon, which we refer to collectively as the registrable securities; and

• use our reasonable best efforts to cause that registration statement to be declared effective on or before September 17, 2003.

News Corporation, News America and the trust have also agreed to use their reasonable best efforts to cause a shelf registration statement with respect to the resale of the BUCS and the BUCS guarantee, the debentures and the guarantees thereon to remain effective, subject to some exceptions, until the earlier of:

• two years following the later of (i) the original issue date of the BUCS or (ii) the issue date of the BUCS issued on the exercise of the initial purchasers’ option to purchase additional BUCS; and

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• the date on which all the registrable securities covered by that registration statement have been sold under that registration statement.

News Corporation will use its reasonable best efforts to cause BSkyB to use its reasonable best efforts to register under the Securities Act on or before April 2, 2004 any securities of BSkyB that may be delivered upon exchange or redemption of the BUCS or debentures. News Corporation will also be required to use its reasonable best efforts to cause BSkyB to use its reasonable best efforts to cause the shelf registration statement to remain effective with respect to the BSkyB securities deliverable upon exchange or redemption of the BUCS and debentures.

News Corporation, News America and the trust cannot assure you that they will be able to keep effective a registration statement for the required periods.

Holders of BUCS will be required to deliver certain information to be used in connection with the shelf registration statement within the time periods indicated in the registration rights agreement in order to use the shelf registration statement for resales.

If (i) any registration statement is not filed with the Commission or declared effective under the Securities Act within the time periods set forth above, or (ii) any such registration statement ceases to be effective for at least 31 consecutive days or at least 91 days in a twelve-month period, News America and the trust will pay as liquidated damages with respect to the original liquidation preference of the BUCS an additional distribution rate of:

• 0.25% per year;

• an additional 0.25% per year if such default continues for more than 90 days (beginning on the 91st day of such default);

• an additional 0.50% per year if such default continues for more than 180 days (beginning on the 181st day of such default); and

• an additional 0.50% per year if such default continues for more than 270 days (beginning on the 271st day of such default).

provided, however, that at no time shall such amounts payable exceed 1.50% per year.

These liquidated damages will cease to accrue on the day such registration default is cured. Neither the trust nor News America shall be required to pay any such liquidated damages if the securities required to be registered become freely tradable under applicable securities laws other than pursuant to such registration statement. If, after the cure of all registration defaults then in effect, there is a subsequent registration default, the additional distribution rate for that subsequent registration default will initially be 0.25%. An amount equal to all accrued additional distributions will be payable to the holders entitled to those distributions, in the manner provided for the payment of distributions in the trust declaration.

This is a summary of some important provisions of the registration rights agreement. This summary is not complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement. You may request a copy of the registration rights agreement by contacting News Corporation as set forth in “—Additional Information” below.

Voting Rights

Except as provided below and under “Description of the BUCS Guarantee—Amendments and Assignment” and as otherwise required by law and the trust declaration, the holders of the BUCS have no voting rights.

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The holders of a majority in original aggregate liquidation preference of BUCS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the property trustee and to direct the exercise of any trust or power conferred upon the property trustee under the trust declaration, including the right to direct the property trustee to exercise the remedies available to it as a holder of the debentures. So long as any debentures are held by the property trustee, the trustees shall not:

• direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee or executing any trust or power conferred on the indenture trustee with respect to such debentures;

• waive any past default that is waivable under the indenture;

• exercise any right to rescind or annul a declaration that the principal of all the debentures shall be due and payable; or

• consent to any amendment, modification or termination of the indenture or the debentures where such consent shall be required;

without, in each case, obtaining the prior approval of the holders of a majority in original aggregate liquidation preference of all outstanding BUCS, which consent, if no trust declaration event of default shall occur and be continuing, shall be of the holders of a majority in aggregate original liquidation preference of BUCS and common securities, voting together as a single class, except in the case of the last bullet point. If, in the case of the last bullet, the amendment or modification relates to the subordination of the debentures and adversely affects the rights of holders of debentures, the required level of consent shall be two-thirds in aggregate original liquidation preference of the BUCS then outstanding.

However, where a consent under the indenture would require the consent of each holder of debentures affected thereby, no such consent shall be given by the property trustee without the prior written consent of each holder of the BUCS. The trustees shall not revoke any action previously authorized or approved by a vote of the holders of the BUCS except by subsequent vote of the holders of the BUCS. The property trustee shall notify each holder of record of the BUCS of any notice of default with respect to the debentures.

A waiver of an indenture event of default will constitute a waiver of the corresponding trust declaration event of default.

Any required approval or direction of holders of BUCS may be given at a separate meeting of holders of BUCS convened for such purpose, at a meeting of all of the holders of the trust securities or pursuant to written consent. The property trustee will cause a notice of any meeting at which holders of BUCS are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be given to each holder of record of BUCS in the manner set forth in the trust declaration. No vote or consent of the holders of BUCS is required for the trust to redeem and cancel the BUCS in accordance with the trust declaration.

Notwithstanding that holders of BUCS are entitled to vote or consent under any of the circumstances described above, any of the BUCS that are owned at such time by News Corporation, any affiliate of News Corporation, the trustees or any affiliate of any trustee shall, for purposes of such vote or consent, be treated as if such BUCS were not outstanding.

The procedures by which holders of BUCS may exercise their voting rights are described below. See “—Form, Transfer, Exchange and Book-Entry Procedures.” Holders of the BUCS have no rights to appoint or remove the trustees, who may be appointed, removed or replaced solely by News Corporation, as the direct or indirect holder of all the common securities.

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Amendment of the Trust Declaration

News America and the trustees may amend the trust declaration from time to time, without the consent of the holders of the BUCS:

• to cure any ambiguity or correct or supplement any provisions in the trust declaration that may be inconsistent with any other provision or to make any other provisions with respect to matters or questions arising under the trust declaration that are not inconsistent with the other provisions of the trust declaration, in each case so long as such amendment does not adversely affect in any material respect the interests of any holder of trust securities;

• to modify, eliminate or add to any provision of the trust declaration to such extent as shall be necessary to ensure that the trust will be classified for U.S. federal income tax purposes as a grantor trust or to ensure that the trust will not be required to register as an “investment company” under the Investment Company Act; or

• to maintain the qualification of the trust declaration under the Trust Indenture Act. Any amendments of the trust declaration shall become effective when notice thereof is given to the holders of the trust securities.

In addition, News America and the trustees may amend the trust declaration upon:

• the consent of holders representing not less than a majority (based upon original liquidation preferences) of the outstanding BUCS and common securities, acting as a single class, unless such amendment would adversely affect only the BUCS or only the common securities in which case only the affected class would be entitled to vote; and

• receipt by the trustees of an opinion of counsel to the effect that such amendment or the exercise of any power granted to the trustees in accordance with such amendment will not affect the trust’s status as a grantor trust for U.S. federal income tax purposes or the trust’s exemption from the status of an “investment company” under the Investment Company Act;

provided, however, that News America and the trustees may not amend the trust declaration without the consent of each holder of trust securities if such amendment will change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities, or restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment. If any proposed amendment of the trust declaration provides for, or the trustees otherwise propose to effect, the dissolution, winding-up or termination of the trust, other than pursuant to the terms of the trust declaration, then the holders of the then outstanding BUCS, as a class, are entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the holders of the majority in aggregate liquidation preference of the BUCS.

Payment and Paying Agency

The trust will make all payments in respect of the BUCS to DTC or its nominee, as the registered owner of the global certificates representing the BUCS. It is expected that DTC will then make payments to its participants by crediting the relevant accounts at DTC on the applicable distribution dates.

If the BUCS are not held by DTC, the paying agent shall make all payments in respect of the BUCS by check mailed to the address of the holder entitled thereto as such address shall appear on the security register (as such term is defined in the trust declaration). The paying agent shall initially be the property trustee and any co-paying agent chosen by the property trustee and acceptable to the administrative trustees and News Corporation. The paying agent shall be permitted to resign as paying agent upon 30 days written notice to the property trustee and News America. If the property trustee shall no longer be the paying agent, the administrative trustees shall appoint a successor (which shall be a bank or trust company acceptable to the administrative trustees and News Corporation) to act as paying agent.

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Governing Law

The trust declaration and the BUCS are governed by, and are to be construed in accordance with, the laws of the State of Delaware.

Form, Transfer, Exchange and Book-Entry Procedures

The BUCS were issued in the form of certificates in registered, global form, which we refer to as the global certificate. Each global certificate was deposited upon issuance with the property trustee as custodian for DTC, in New York, New York and registered in the name Cede & Co., a nominee of DTC, in each case for credit to an account of a direct or indirect participant in DTC as described below. Transfers of beneficial interests in the global certificate are subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Except as set forth below, the global certificate may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global certificate may not be exchanged for BUCS in certificated form except in the limited circumstances described below under “—Exchanges of Book-Entry Certificates for Certificated BUCS.”

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global certificate to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a global certificate to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Investors who purchase BUCS in offshore transactions in reliance on Regulation S under the Securities Act may hold their interests in the global certificate directly through Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as Euroclear, and Clearstream Banking, société anonyme, which we refer to as Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Clearstream will hold interests in the global certificate on behalf of their participants through their respective depositories, which in turn will hold such interests in the global certificate in the depositories’ names on the books of DTC.

Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between DTC, on the one hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (Brussels time). Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global certificate in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in the global certificate from a DTC participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, as the case may be) immediately following the DTC settlement date, and such credit or any interests in the global certificate settled

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during such processing day will be reported to the relevant Euroclear or Clearstream participant on such day. Cash received in Euroclear or Clearstream as a result of sales of interests in the global certificate by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Euroclear or Clearstream cash account only as of the business day following settlement in DTC.

Exchanges of Book-Entry Certificates for Certificated BUCS

A beneficial interest in a global certificate may not be exchanged for a certificated BUCS unless:

• DTC notifies the trust and News Corporation that it is unwilling or unable to continue as depository for the global certificate or has ceased to be a clearing agency registered under the Exchange Act and in either case the trust and News Corporation fail to appoint a successor depository within 90 days;

• News Corporation, at its option, notifies the property trustee in writing that it elects to cause the issuance of the BUCS in certificated form; or

• there shall have occurred and be continuing a trust declaration event of default and the holders of a majority in original liquidation preference of the outstanding BUCS determine that the global certificate will be exchangeable for certificated BUCS.

In all cases, certificated BUCS delivered in exchange for any global certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures). In addition, such certificates will bear the legend referred to under “Notice to Investors” (unless News Corporation and the trust determine otherwise in accordance with applicable law) subject, with respect to such BUCS, to the provisions of such legend.

Certain Book-Entry Procedures for Global Certificates

The descriptions of the operations and procedures of DTC that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by it from time to time. Neither the trust nor News Corporation takes responsibility for these operations and procedures, and they urge investors to contact DTC or its participants directly to discuss these matters.

DTC has advised the trust and News Corporation as follows: DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (which we refer to as indirect participants).

DTC has advised the trust and News Corporation that its current practice, upon the issuance of the global certificate, is to credit, on its internal system, the respective principal amount of the individual beneficial interests represented by the global certificate to the accounts with DTC of the participants through which such interests are to be held. Ownership of beneficial interests in the global certificate will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants, including the depositaries for Euroclear and Clearstream) and the records of participants and indirect participants (with respect to interests of persons other than participants).

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As long as DTC, or its nominee, is the registered holder of a global certificate, DTC or such nominee, as the case may be, will be considered the sole owner and holder of the BUCS represented by such global certificate for all purposes under the trust declaration and the BUCS. Except in the limited circumstances described above, owners of beneficial interests in a global certificate will not be entitled to have any portions of such global certificate registered in their names, will not receive or be entitled to receive physical delivery of BUCS in definitive form and will not be considered the owners or holders of the global certificate (or any BUCS represented thereby) under the trust declaration or the BUCS.

Investors may hold their interests in the global certificate directly through DTC, if they are participants in such system, or indirectly through organizations that are participants in such system. Payments of distributions on the global certificates will be made to DTC or its nominee as the registered owner thereof. None of the trust, News Corporation, the property trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The trust and News Corporation expect that DTC or its nominee, upon receipt of any payment of distributions in respect of a global certificate representing any BUCS held by it or its nominee, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global certificate for such BUCS as shown on the records of DTC or its nominee. The trust and News Corporation also expect that payments by participants to owners of beneficial interests in such global certificate held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants.

Interests in the global certificates will trade in DTC’s settlement system and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the trust and News Corporation that it will take any action permitted to be taken by a holder of certificates, including the presentation of BUCS for exchange as described below and the exchange of the BUCS, only at the direction of one or more participants to whose account with DTC interests in the global certificates are credited and only in respect of such portion of the aggregate liquidation preference of the BUCS as to which such participant or participants has or have given such direction.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of beneficial ownership interests in the global certificate among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the trust, News Corporation, the property trustee nor any of their respective agents will have any responsibility for the performance by DTC, its participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in the global certificates.

Redemption notices shall be sent to DTC or its nominee as the registered holder of the BUCS. If less than all of the BUCS are being redeemed, DTC’s current practice is to determine by lot the amount of the interest of each participant to be redeemed.

Although voting with respect to the BUCS is limited to the holders of record of the BUCS, in those instances in which a vote is required, neither DTC nor its nominee will itself consent or vote with respect to BUCS. Under its usual procedures, DTC would mail an omnibus proxy to the property trustee as soon as possible after the record date. The omnibus proxy assigns DTC’s or its nominee’s consenting or voting rights to those

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participants to whose accounts such BUCS are credited on the record date and identified in a listing attached to the omnibus proxy.

Conveyance of notices and other communications by DTC to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners of the BUCS and the voting rights of participants, indirect participants and beneficial owners of BUCS will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. News Corporation, at its option, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depository).

Transfer Agent, Registrar and Paying, Conversion and Exchange Agent

The Bank of New York is the transfer agent, registrar and paying, and exchange agent for the BUCS. The address of The Bank of New York is 101 Barclay, New York, N.Y. 10286.

Registration of transfers or exchanges of BUCS will be effected by or on behalf of the trust without charge, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. The trust is not required to register or cause to be registered the transfer of the BUCS during a period beginning 15 days before any selection of redemption of BUCS and ending on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of BUCS to be redeemed, or to register or cause to be registered the BUCS so selected for redemption after such BUCS have been called for redemption.

Information Concerning the Property Trustee

The property trustee, other than during the occurrence and continuance of a trust declaration event of default, undertakes to perform only such duties as are specifically set forth in the trust declaration. During the occurrence and continuance of a trust declaration event of default, the property trustee undertakes to exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. However, the property trustee is under no obligation to exercise any of the powers vested in it by the trust declaration at the request of any holder of BUCS unless it is offered reasonable indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred thereby.

If no trust declaration event of default has occurred and is continuing and the property trustee is required to decide between alternative causes of action, construe ambiguous provisions in the trust declaration or is unsure of the application of any provision of the trust declaration, and the matter is not one on which holders of BUCS are entitled under the trust declaration to vote, then the property trustee shall take such action as is directed by News Corporation and, if not so directed, shall take such action as it deems necessary and will have no liability except for its own bad faith, negligence or willful misconduct.

News Corporation and certain of its subsidiaries may maintain deposit accounts and banking relationships and conduct other banking and corporate securities transactions with the property trustee in the ordinary course of their businesses.

Miscellaneous

The administrative trustees are authorized and directed to conduct the affairs of and to operate the trust in such a way that the trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act or classified as an association taxable as a corporation for U.S. federal income tax purposes and so that the debentures will be treated as indebtedness of News Corporation for all U.S. federal, state and local tax purposes. In this connection, News Corporation and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of the trust or the trust declaration,

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that News Corporation and the administrative trustees determine in their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the BUCS.

Holders of the BUCS have no preemptive or similar rights.

The trust may not borrow money or issue debt or mortgage or pledge any of its assets.

Agreement By Purchasers of Certain Tax Treatment

Each purchaser of BUCS, by acceptance of a beneficial interest in the BUCS, agrees to treat the debentures as indebtedness for all United States federal, state and local tax purposes.

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DESCRIPTION OF THE DEBENTURES

The debentures have been issued pursuant to an indenture, dated as of March 21, 2003, among News Corporation, News America, the Guarantors and The Bank of New York, as Trustee, as amended by a First Supplemental Indenture, dated as of June 27, 2003. This description summarizes the material terms and provisions of the debentures and the indenture and is subject to, and is qualified in its entirety by reference to, the indenture. Whenever particular defined terms of the indenture are referred to herein, such defined terms are incorporated by reference herein. Copies of the indenture and the form of debenture are available as set forth under “Description of the BUCS—Additional Information” above.

As used in this Description of the Debentures, references to “News Corporation” do not include any current or future subsidiary of News Corporation.

General

The debentures are unsecured and are intended to rank equal in right of payment to all existing and future senior unsecured indebtedness of News America. The debentures are effectively subordinated to all secured indebtedness of News America. The debentures will mature on March 15, 2023. The debentures have been issued in the aggregate original principal amount of US$1,672,677,000 such amount being the sum of the aggregate stated liquidation preference of the BUCS and capital contributed by News America to purchase the common securities. The indenture does not limit the incurrence or issuance of other indebtedness of News America, whether under the indenture relating to the debentures or any existing or other indenture that News America may enter into in the future or otherwise. Unless the trust is dissolved and the debentures distributed to holders of trust securities, the property trustee will continue to hold legal title to the debentures for the benefit of the holders of the BUCS and common securities.

Interest

The debentures bear interest at the annual rate of 0.75%, payable in arrears on March 15 and September 15 of each year, commencing on September 15, 2003, to the persons in whose name debentures are registered at the close of business on the immediately preceding March 1 and September 1, subject to certain exceptions. As long as the BUCS remain in book-entry form, the record date for the debentures shall be the corresponding record date for the BUCS. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full month for which interest is computed, the amount of interest payable will be computed on the basis of the actual number of days elapsed in such month. If any date on which interest is payable on the debentures is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day, without any interest or other payment in respect of any such delay.

Guarantees

The debentures are unconditionally guaranteed by News Corporation and certain of its subsidiaries. See “The Guarantors.” The guarantees are intended to rank equal in right of payment with News Corporation’s and the other guarantors obligations under the Revolving Credit Agreement and their obligations under the various senior public debt instruments issued by News America, News Corporation or the other guarantors.

Upon (i) the sale or disposition (by merger or otherwise) of a subsidiary guarantor to an entity which is not a restricted subsidiary of News Corporation, or (ii)(A) the payment in full of the obligations under the Revolving Credit Agreement guaranteed by such subsidiary guarantor, to the extent that such subsidiary guarantor is a guarantor thereunder, and the termination of the commitments of the lenders under the Revolving Credit Agreement and (B) News Corporation directing that such subsidiary guarantor be released from the guarantee, or (iii)(A) the release of such subsidiary guarantor from its obligations under the Revolving Credit Agreement in

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accordance with the terms thereof and (B) News Corporation directing that such subsidiary guarantor be released from the guarantee, such subsidiary guarantor shall be deemed released from all obligations under the guarantee without any further action required on the part of the Trustee or any holder of debentures. Any subsidiary guarantor not so released remains liable for the full amount of principal of, and premium, if any, and interest on, the debentures, as provided in the guarantee. The trustee shall make available for delivery an appropriate instrument evidencing such release upon receipt of a request of News America accompanied by an officer’s certificate certifying as to the compliance with the indenture and, in the event of the release of a subsidiary guarantor in accordance with the terms of (ii) above, an opinion of counsel.

Exchange of the Debentures

The debentures are exchangeable into the exchange market value of the reference shares attributable to the debentures at the option of the holders of debentures at any time after April 2, 2004 but before the close of business on March 15, 2023 (or, in the case of debentures called for redemption, before the close of business on the business day before the redemption date). The reference shares initially consist of 77.09 BSkyB ordinary shares for each debenture. See “Description of the BUCS—Exchange Rights.”

The trust has agreed not to exchange the debentures held by it except pursuant to a notice of exchange delivered to the exchange agent by a holder of the BUCS. Upon surrender of BUCS to the exchange agent for exchange, the trust will distribute debentures to the exchange agent on behalf of the holder of the BUCS so exchanged, whereupon the exchange agent will offer such debentures for exchange to the designated financial institution. If such designated financial institution elects not to exchange the debentures for reference shares, then News America shall exchange such debentures. See “Description of the BUCS—Exchange Rights.” Any such exchange in accordance with the indenture will be deemed to discharge News America’s obligations under the debentures, including the obligation of News America to pay the adjusted principal amount of the debentures so exchanged, and the accrued and unpaid interest thereon, including any final distribution, attributable to the period from the last date to which interest has been paid or duly provided for.

If a debenture is surrendered for exchange after the close of business on any regular record date for payment of interest and before the opening of business on the corresponding interest payment date, then, notwithstanding such exchange, the interest payable on such interest payment date will be paid in cash to the person in whose name the debenture is registered at the close of business on such record date, and, other than a debenture or a portion of a debenture called for redemption on a redemption date occurring after such record date and before such interest payment date, when so surrendered for exchange, the debenture must be accompanied by payment of an amount equal to the interest payable on such interest payment date.

Additional Distributions

Holders of debentures are entitled to additional distributions as a result of distributions with respect to the reference shares to the same extent as the holders of the BUCS. See “Description of the BUCS—Additional Distributions.”

Adjusted Principal Amount

The original principal amount of the debentures will be adjusted to the same extent the liquidation preference of the BUCS will be adjusted. See “Description of the BUCS—Adjusted Liquidation Preference.”

Redemptions

Except as a result of acceleration upon the occurrence of an indenture event of default, pursuant to a tax event or as a result of an obligation to pay additional amounts, News America may only redeem the debentures on the dates set forth under “Description of the BUCS—Redemption at Our Option” above.

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In addition, holders of the debentures may require the redemption of their debentures on the dates and pursuant to those conditions set forth above under “Description of the BUCS—Redemption at Your Option” above.

For so long as the trust is the holder of all the outstanding debentures, the proceeds of any such redemption will be used by the trust to redeem trust securities in accordance with their terms. News America may not redeem the debentures in part unless all accrued and unpaid interest and any final period distribution payment have been paid in full on all outstanding debentures.

News America has the right to redeem the debentures at any time upon the occurrence of a tax event at a redemption price equal to 100% of the adjusted principal amount of the debentures so redeemed and an amount equal to any accrued and unpaid interest and any final distribution payment at such times and in such manner as described above in “Description of the BUCS—Tax Event Redemption.”

News America has the right to redeem the debentures under certain circumstances described under “Certain United States Federal Tax Considerations—Additional Amounts” at a redemption price equal to 100% of the adjusted principal amount of the debentures to be redeemed plus an amount equal to any accrued and unpaid interest to the redemption date and any final period distribution. See “Description of the BUCS—Redemption as a Result of an Obligation to Pay Additional Amounts” above.

Change of Control

The change of control redemption rights of holders of debentures are substantially identical to the change of control redemption rights of holders of BUCS. See “Description of the BUCS—Change in Control Permits Repurchase of BUCS at the Option of the Holder.”

The trust has agreed not to tender for redemption following a change of control triggering event the debentures held by it unless a holder of BUCS tenders BUCS for redemption following a change of control triggering event.

This right of holders is subject to News America and the guarantors’ obligation to repay or repurchase any senior debt required in connection with a change of control triggering event and to any contractual restrictions then contained in News Corporation’s senior debt. News America and the guarantors’ future credit facilities and other existing or future indebtedness may contain similar restrictions. Future indebtedness that News America and the guarantors may incur may contain prohibitions on the occurrence of certain events that would constitute a change of control or require the repurchase of such indebtedness upon a change of control triggering event. Moreover, the exercise by holders of their right to require the trust to require News America to redeem the debentures could cause a default under such indebtedness, even if the change of control triggering event itself does not, due to the financial effect of such redemption on News America. If and when News America has satisfied these conditions, it will redeem all debentures tendered upon a change of control. News Corporation’s ability to pay cash upon such a redemption may be limited by its then-existing financial resources. There can be no assurance that sufficient funds will be available to News America and the guarantors when necessary to make any required redemptions.

Redemption Procedures

Notices of any redemption of the debentures and the procedures for such redemption are the same as those described for the redemption of the BUCS under “Description of the BUCS—Redemption Procedures.” Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of debentures to be redeemed at its registered address. Unless News America defaults in payment of the redemption purchase price, on and after the redemption date, interest will cease to accrue on such debentures or portions thereof called for redemption.

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Payment And Paying Agents

So long as the debentures are represented by a global security, News America shall make payments on the debentures to DTC, as the depository for the debentures. Otherwise, payment of principal of and premium, if any, and any interest on the debentures will be payable, the transfer of the debentures will be registrable, and the debentures will be exchangeable for debentures of other denominations of a like aggregate principal amount at the corporate office of the indenture trustee in The City of New York or at the office of such paying agent or paying agents as News America may designate, except that, at our option, payment of any interest may be made:

• by check mailed to the address of the person entitled thereto as such address shall appear in the security register; or

• by wire transfer to an account maintained by the person entitled thereto as specified in the security register, provided that proper transfer instructions have been received by the regular record date (as such term is defined in the indenture).

News America may at any time designate additional paying agents or rescind the designation of any paying agent.

Any monies deposited with the indenture trustee or any paying agent, or then held by News America in trust, for the payment of the principal of and premium, if any, or interest on any debentures and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall, at the request of News America, be repaid to News America and the holder of such debentures shall thereafter look, as a general unsecured creditor, only to News America for payment thereof.

Registration Rights

The holders of debentures have registration rights that are substantially identical to the registration rights of holders of the BUCS.

Indenture Events of Default

Each of the following constitutes an event of default with respect to the debentures (whatever the reason for such event of default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

• default in payment of the adjusted principal amount, redemption price, purchase price or change in control purchase price with respect to the debentures when such becomes due and payable;

• the failure to pay interest within 30 days of the due date, including additional distributions;

• failure by News America to deliver cash or reference shares to be delivered upon any exchange of any debentures, or to pay cash in lieu of fractional shares and continuance of such default for 10 business days;

• the failure of News America or any guarantor to comply with any of its other agreements in the debentures, the indenture, or the guarantees for a period of 60 days after receipt of notice thereof without curing (or obtaining a waiver of) such default;

• an event of default on any other indebtedness for borrowed money of News Corporation or any of its restricted subsidiaries having an aggregate amount outstanding of US$100,000,000 which has caused the holders thereof to declare such indebtedness, if it shall not already have matured, due and payable in advance of its scheduled maturity and such acceleration has not been rescinded or annulled or there shall not have been deposited in trust an amount sufficient to discharge such indebtedness;

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• the failure to pay at stated maturity, and the expiration of any grace period, any other indebtedness for borrowed money of News Corporation or any of its restricted subsidiaries in excess of US$100 million;

• certain events of bankruptcy, insolvency or reorganization affecting News Corporation; or

• final judgments for the payments of money which in the aggregate exceed US$250 million shall be rendered against News Corporation or any restricted subsidiary by a court and shall remain unstayed or undischarged for a period of 60 days.

Acceleration

If any indenture event of default with respect to the debentures, other than an event of default relating to specific events of bankruptcy, insolvency or reorganization affecting News Corporation, has happened and is continuing, either the indenture trustee or the holders of at least 25% in aggregate principal amount of the debentures then outstanding may declare by written notice the greater of (i) the adjusted principal amount of all the debentures, plus accrued and unpaid interest and distribution to the date of such declaration or (ii) the cash exchange market value of the reference shares to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization, the principal of all the debentures plus interest on the debentures accrued and unpaid to the occurrence of such event shall automatically become and be immediately due and payable. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the indenture trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the debentures may, under certain circumstances, rescind and annul such acceleration. While the debentures are held by the trust, an indenture event of default will constitute a trust declaration event of default and the property trustee shall exercise rights as a holder of debentures under the indenture, subject to direction by the holders of the BUCS. See “Description of the BUCS—Enforcement of Certain Rights by Holders of BUCS” and “Description of the BUCS—Voting Rights.”

The indenture provides that, within 90 days after the occurrence of any event which is, or after notice or lapse of time or both would become, an event of default thereunder with respect to the debentures, the indenture trustee shall transmit, in the manner set forth in the indenture, notice of such default to the holders of the debentures unless such default has been cured or waived; provided, however, that except in the case of a default in the payment of principal of, or premium, if any, or interest, if any, on any debentures, the indenture trustee may withhold such notice if and so long as the board of directors, the executive committee or a trust committee of directors or responsible officers of the trustee in good faith determine that the withholding of such notice is in the best interest of the holders of debentures.

If an indenture event of default occurs and is continuing with respect to the debentures, the indenture trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of debentures by all appropriate judicial proceedings.

Modification of the Indenture

Modification Without Consent of Holders.    News America and News Corporation on behalf of the guarantors and the trustee may enter into supplemental indentures without the consent of the holders of the debentures to:

• evidence the succession of another person to News America or any of the guarantors and the assumption by any such successor of the covenants of News America or such guarantor herein and in the debentures;

• add to the covenants of News America or any of the guarantors for the benefit of the holders or to surrender any right or power herein conferred upon News America or any of the guarantors;

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• cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the indenture which shall not be inconsistent with the provisions of the indenture; provided, that such action shall not adversely affect the interests of the holders of the debentures or, so long as any of the BUCS shall remain outstanding, the holders of the BUCS;

• comply with the requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or

• make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on securities, and all other matters required pursuant to the indenture or otherwise necessary, desirable or appropriate in connection with the issuance of debentures to holders of BUCS in the event of a distribution of securities by the trust if a tax event occurs and is continuing.

Modification With Consent of Holders.    With the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debentures, News America and News Corporation on behalf of the guarantors, when authorized by a board resolution, and the trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or of modifying in any manner the rights of the holders under the indenture; provided, however, that no such supplemental indenture shall, without the consent of the holder of each outstanding debenture affected thereby:

• reduce the percentage of the original principal amount of debentures the holders of which must consent to any amendment or waiver under the indenture or reduce the requirements for quorum or voting;

• reduce the rate of interest, including additional distributions, on the debentures or extend the time for payment of interest on any debenture;

• extend the stated maturity of any debenture;

• reduce the redemption price, purchase price or change in control purchase price of any debenture or extend the date on which the purchase price or change in control purchase price of any debenture is payable, or change the exchange rate or manner of effecting any adjustments thereof;

• make any debenture payable in money or securities other than as stated in the debenture;

• make any change reducing the percentage of holders required for certain actions;

• make any change that adversely affects the right to exchange any debenture;

• make any change that adversely affects the right to require News America to purchase the debentures in accordance with the terms thereof and the indenture on a purchase date or change in control purchase date;

• impair the right to institute suit for the enforcement of any payment with respect to, or exchange of, the debentures; or

• modify the provisions of the indenture relating to the guarantees in a manner adverse to the holders of the debentures.

Covenants Restricting Mergers and Other Significant Corporate Actions

Merger, Consolidation, Sale or Conveyance.    The indenture provides that News Corporation will not merge or consolidate with any other person and will not sell or convey all or substantially all of its assets to any other person, unless either:

• News Corporation will be the continuing corporation; or

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• the successor corporation or person that acquires all or substantially all of News Corporation’s assets will expressly assume all of its obligations under the indenture and the debentures issued under the indenture, and immediately after the merger, consolidation, sale, lease or conveyance, News Corporation, that person or that successor corporation, as applicable, will not be in default in the performance of the covenants and conditions of the indenture applicable to News Corporation, that person or that successor corporation, as applicable.

Governing Law

The indenture and the debentures are governed by, and are to be construed in accordance with, the laws of the State of New York.

Global Securities

If distributed to holders of the BUCS in connection with the involuntary or voluntary dissolution, winding-up or liquidation of the trust, the debentures will be issued in the same form as the BUCS that such debentures replace. Any global certificate will be replaced by one or more global securities each of which we refer as a global security, registered in the name of DTC or its nominee. Except under the limited circumstances described below, the debentures represented by the global security will not be exchangeable for, and will not otherwise be issuable as, debentures in definitive form. The global security may not be transferred except by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor depository or its nominee. For a description of DTC and the specific terms of the depository arrangements, see “Description of the BUCS—Form, Transfer, Exchange and Book-Entry Procedures.”

Except as provided below, owners of beneficial interests in a global security will not be entitled to receive physical delivery of debentures in definitive form and will not be considered the holders thereof for any purpose under the indenture. Accordingly, each beneficial owner of BUCS must rely on the procedures of DTC or if such person is not a participant, on the procedures of the participant through which such person owns its interest to exercise any rights of a holder under the indenture.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in such a global security.

None of News America, the guarantors, the indenture trustee, any paying agent or the security registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global security representing such debentures or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

A global security shall be exchangeable for debentures registered in the names of persons other than DTC or its nominee only if:

• DTC notifies News America that it is unwilling or unable to continue as a depository for such global debenture or has ceased to be a clearing agency registered under the Exchange Act at a time when DTC is required to be so registered to act as such depository and in either case News America fails to appoint a successor depository within 90 days;

• News America in its sole discretion determines that such global security shall be so exchangeable; or

• there shall have occurred and be continuing an indenture event of default and the holders of a majority in principal amount of the outstanding debentures determine that the global security will be so exchangeable.

Any global security that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as DTC shall direct. It is expected that such instructions will be

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based upon directions received by DTC from its participants with respect to ownership of beneficial interests in such global security. If debentures are issued in definitive form, such debentures will be in denominations of US$1,000 and integral multiples thereof and may be transferred or exchanged at the offices described in  “—Payment and Paying Agents” above.

Information Concerning the Indenture Trustee

The Bank of New York is the initial indenture trustee. The address of The Bank of New York is 101 Barclay, New York, N.Y. 10286. The indenture trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of the debentures, unless offered reasonable indemnity satisfactory to it by such holder against the costs, expenses and liabilities which might be incurred thereby. The indenture trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the indenture trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

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DESCRIPTION OF THE BUCS GUARANTEE

The BUCS guarantee will be executed and delivered by News Corporation concurrently with the issuance by the trust of the BUCS for the benefit of the holders from time to time of such BUCS. The Bank of New York will act as guarantee trustee under the BUCS guarantee. This description summarizes the material terms and provisions of the BUCS guarantee and is subject to, and qualified in its entirety by reference to, all of the provisions of the BUCS guarantee. Copies of the BUCS guarantee are available as set forth in “Description of the BUCS—Additional Information” above. The guarantee trustee holds the BUCS guarantee for the benefit of the holders of the BUCS.

General

To the extent set forth in the BUCS guarantee, News Corporation has irrevocably and unconditionally agreed to pay in full to the holders of the BUCS, except to the extent paid by the trust, the payments listed below as and when due, regardless of any defense, right of set-off or counterclaim that the trust may have or assert other than the defense of payment:

• any accrued and unpaid distributions required to be paid on the BUCS, to the extent that News America and the guarantors have made interest or principal payments to the trust on the debentures held by the trust;

• the redemption purchase price with respect to any BUCS called or tendered for redemption (whether on redemption or maturity of the debentures) to the extent that News America and the guarantors have made interest or principal payments to the trust on the debentures held by the trust; or

• upon a voluntary or involuntary dissolution, winding up or liquidation of the trust (unless the debentures are distributed to holders of the BUCS), the lesser of:

• the liquidation preference plus accrued and unpaid distributions and any final period distribution required to be paid on the BUCS, to the extent that News America and the guarantors have made interest or principal payments on the debentures to the trust, and

• the amount of assets of the trust remaining available for distribution to holders of the BUCS.

News Corporation’s obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by News Corporation to the holders of the BUCS or by causing the trust to pay such amounts to such holders.

The BUCS guarantee is an irrevocable guarantee of the trust’s obligations under the BUCS, but applies only to the extent that News America and the guarantors have made principal or interest payments on the debentures to the trust. It is not in and of itself a guarantee that holders of the BUCS will collect amounts owed to them under the BUCS. If News America and the guarantors do not make interest payments on the debentures held by the trust, the trust will not be able to pay distributions on the BUCS and will not have funds legally available to pay such distributions.

News Corporation has, through the BUCS guarantee, the trust declaration, the debentures and the indenture, taken together, fully, irrevocably and unconditionally guaranteed all of the trust’s obligations under the BUCS. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the trust’s obligations under the BUCS. See “Relationship of the BUCS, the Debentures and the BUCS Guarantee.”

News Corporation has also agreed separately to irrevocably and unconditionally guarantee the obligations of the trust with respect to the common securities to the same extent as the BUCS guarantee, except that upon the occurrence and during the continuation of a trust declaration event of default, holders of BUCS shall have

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priority over holders of common securities with respect to distributions and payments on liquidation, redemption or otherwise.

Ranking of the BUCS Guarantee

News Corporation’s obligations under the BUCS guarantee are equal in right to payment to all other senior and unsecured indebtedness of News Corporation.

The BUCS guarantee constitutes a guarantee of payment and not of collection. That is, the guaranteed party may institute a legal proceeding directly against News Corporation to enforce its rights under the BUCS guarantee without first instituting a legal proceeding against any other person or entity.

Amendments and Assignment

Except for any changes that do not adversely affect the rights of holders of the BUCS, in which case no vote will be required, the BUCS guarantee may not be amended without the prior approval of the holders of not less than a majority in aggregate liquidation preference of the outstanding BUCS. The manner of obtaining any such approval will be as set forth under “Description of the BUCS—Voting Rights.” All guarantees and agreements contained in the BUCS guarantee shall bind the successors, assigns, receivers, trustees and representatives of News Corporation and shall inure to the benefit of the holders of the BUCS then outstanding.

Certain Covenants of News Corporation

News Corporation has covenanted that, so long as any BUCS remain outstanding, it will not, and it will cause its subsidiaries not to:

(1) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of News Corporation’s capital stock; or

(2) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of, News Corporation that rank equally with or junior to the debentures,

if at such time:

• there shall have occurred an indenture event of default or a trust declaration event of default; or

• News Corporation shall be in default with respect to its payment of any obligations under the BUCS guarantee.

Under the trust declaration and the indenture, taken together, News Corporation has also covenanted:

• for so long as BUCS are outstanding, not to cause the trust to convert debentures except pursuant to a notice of conversion delivered to the exchange agent by a holder of BUCS;

• to maintain directly or indirectly 100% ownership of the common securities, provided that certain successors which are permitted pursuant to the indenture may succeed to News Corporation’s ownership of the common securities;

• not to voluntarily terminate, wind-up or liquidate the trust, except:

(A)  in connection with a distribution of the debentures to the holders of the BUCS in liquidation of the trust; or

(B)  in connection with certain mergers, consolidations or amalgamations permitted by the trust declaration;

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• to use its reasonable efforts, consistent with the terms and provisions of the trust declaration, to cause the trust to remain classified as a grantor trust and not as an association taxable as a corporation for U.S. federal income tax purposes;

• to the extent that News America has elected to deliver ordinary shares of BSkyB upon an exchange of BUCS by the holders thereof, to cause the delivery of ordinary shares of BSkyB to such exchanging holders; and

• to honor all obligations relating to the exchange of BUCS into or for BSkyB ordinary shares (or BSkyB ADRs) or debentures.

Events of Default; Enforcement of Certain Rights by Holders of BUCS

An event of default under the BUCS guarantee will occur upon the failure of News Corporation to perform any of its payment or other obligations thereunder; provided, however, that, except with respect to a default in payment, News Corporation shall have received written notice of default and shall not have cured such default within 60 days after receiving such notice. The holders of a majority in aggregate liquidation preference of the BUCS have the right to:

• direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the BUCS guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under the BUCS guarantee; or

• on behalf of the holders of all BUCS, waive any past event of default and its consequences.

Notwithstanding the foregoing, the right of any holder of BUCS to receive payment of the distribution in accordance with the BUCS guarantee, or to institute suit for the enforcement of any such payment, shall not be impaired without the consent of each such holder.

If the guarantee trustee fails to enforce the BUCS guarantee, any holder of the BUCS may institute a legal proceeding directly against News Corporation to enforce its rights under the BUCS guarantee without first instituting a legal proceeding against the trust, the guarantee trustee or any other person or entity. In addition, any record holder of BUCS shall have the right, which is absolute and unconditional, to proceed directly against News Corporation to obtain guarantee payments, without first waiting to determine if the guarantee trustee has enforced the BUCS guarantee or instituted a legal proceeding against the trust, the guarantee trustee or any other person or entity. News Corporation has waived any right or remedy to require that any action be brought just against the trust, or any other person or entity before proceeding directly against News Corporation.

Information Concerning the Guarantee Trustee

The guarantee trustee, other than during the occurrence and continuance of a default by News Corporation in performance of the BUCS guarantee, undertakes to perform only such duties as are specifically set forth in the BUCS guarantee. During the occurrence and continuance of a default under the BUCS guarantee, the guarantee trustee must exercise the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

However, the guarantee trustee is under no obligation to exercise any of the powers vested in it by the BUCS guarantee at the request of any holder of BUCS unless it is offered reasonable indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred thereby.

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Termination of the BUCS Guarantee

The BUCS guarantee will terminate and be of no further force and effect:

• upon full payment of the redemption purchase price of the BUCS;

• upon full payment of the amounts payable upon liquidation of the trust;

• upon exchange of all the BUCS into BSkyB ordinary shares, BSkyB ADRs or News Corporation preferred ADSs; or

• upon distribution of debentures to the holders of the BUCS in exchange for all of the BUCS.

The BUCS guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of BUCS must restore payment of any sums paid under such BUCS or the BUCS guarantee.

Governing Law

The BUCS guarantee is governed by, and is to be construed in accordance with, the laws of the State of New York.

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RELATIONSHIP OF THE BUCS, THE DEBENTURES AND THE BUCS GUARANTEE

Full And Unconditional Guarantee

Taken together, News Corporation’s obligations under the debentures, the indenture, the trust declaration and the BUCS guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and all other amounts due on the BUCS. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such a guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the trust’s obligations under the BUCS. If and to the extent that News America does not make payments on the debentures, the trust will not pay distributions or other amounts due on the BUCS. The BUCS guarantee covers payment of distributions only if and to the extent that News America or the guarantors has made a payment of interest, principal or other distributions on the debentures to the trust. If News America or the guarantors do not make payments on the debentures to the trust, a holder of BUCS may institute an action directly against News America and the guarantors to enforce payment of such distributions to such holder after the respective due dates.

Sufficiency of Payments

As long as payments of interest and other payments are made when due on the debentures, such payments will be sufficient to cover distributions and other payments due on the BUCS, primarily because:

• the adjusted principal amount of the debentures is equal to the sum of the adjusted liquidation amount of the BUCS and common securities;

• the interest rate and interest and other payment dates on the debentures match the distribution rate and distribution and other payment dates for the BUCS;

• News Corporation shall pay for all and any costs, expenses and liabilities of the trust except the trust’s obligations to holders of the BUCS under such BUCS; and

• the trust declaration provides that the trust will not engage in any activity that is not consistent with the limited purpose of the trust.

Notwithstanding anything to the contrary in the indenture, News Corporation has the right to set-off any payment it is otherwise required to make thereunder with and to the extent News Corporation has theretofore made, or is concurrently on the date of such payment making, a payment under the BUCS guarantee.

Enforcement Rights of Holders of BUCS

A holder of any BUCS may institute a legal proceeding directly against News Corporation to enforce its rights under the BUCS guarantee without first instituting a legal proceeding against the guarantee trustee, the trust or any other person or entity.

A holder may institute a direct action against News America and the guarantors to enforce its rights under the trust declaration only if a trust declaration event of default has occurred and is continuing and is attributable to the failure of News America and the guarantors to pay interest or principal on the debentures on the date such interest or principal is otherwise payable.

Limited Purpose of Trust

The BUCS evidence a beneficial interest in the trust, and the trust was created for the sole purpose of issuing the BUCS and common securities and investing the proceeds thereof in the debentures. A principal difference between the rights of a holder of BUCS and a holder of debentures is that a holder of debentures is

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entitled to receive from News America the principal amount of and interest accrued on the debentures, while a holder of BUCS is entitled to receive distributions from the trust, including any amounts to be received upon redemption of the BUCS, or from News Corporation under the applicable guarantee, if and to the extent the trust has received payments of principal or interest on the debentures held by the trust.

Rights Upon Dissolution

Upon any voluntary or involuntary termination, winding-up or liquidation of the trust involving the liquidation of the debentures, the holders of the BUCS are entitled to receive, out of assets held by the trust after satisfaction of liabilities to creditors of the trust as provided by applicable law, the liquidation distribution in cash. See “Description of the BUCS—Liquidation Distribution Upon Dissolution.” Since News Corporation is the guarantor under the BUCS guarantee and has agreed to pay for all costs, expenses and liabilities of the trust, other than the trust’s obligations to the holders of the BUCS, the positions of a holder of such BUCS and a holder of such debentures relative to other creditors and to shareowners of News Corporation in the event of liquidation or bankruptcy of News Corporation would be substantially the same.

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DESCRIPTION OF BSKYB ORDINARY SHARES

General

The authorized share capital of BSkyB is £1,500,000,000, divided into 3,000,000,000 BSkyB ordinary shares of which 1,937,855,492 BSkyB ordinary shares were issued as of August 11, 2003. There remains an authorized but unissued share capital of £531,072,254, divided into 1,062,144,508 BSkyB ordinary shares.

The following is a description of the material rights of the BSkyB ordinary shares based on BSkyB’s Articles of Association (the “BSkyB Articles”). This description does not purport to be complete and is qualified in its entirety by reference to the full BSkyB Articles, a copy of which has been filed as an exhibit to the Annual Report on Form 20-F of BSkyB for the fiscal year ended June 30, 2000, filed with the SEC on September 22, 2000.

Voting Rights

Subject to any terms as to voting upon which any shares may be issued and to the provisions of the BSkyB Articles on a show of hands, every member present (or, being a corporation, present by a duly appointed representative) shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for each ordinary share held. No holder of an ordinary share shall, unless the board of directors, or Directors, of BSkyB otherwise determines, be entitled to vote at a general meeting either personally or by proxy if (a) any call or other sum as is presently payable by him to BSkyB in respect of that share remains unpaid: (b) he or any other person who appears to be interested in that share has been duly served, pursuant to Section 212(1) of the United Kingdom Companies Act (as amended from time to time and including any statutory, modification or reenactment thereof, the “Companies Act”) or any other statutory provision concerning the disclosure of interests in voting shares, with a notice requiring the provision to BSkyB of information regarding that share and is in default in complying with such notice; or (c) he has been duly served with a notice pursuant to the BSkyB Articles for the purpose of determining, inter alia, whether the holder, or any other person who has an interest in such BSkyB ordinary shares, is a person who may be subject to the provisions of the BSkyB Articles referred to under
“—Restrictions on Shareholdings” below, requiring the disclosure of the identity of the beneficial owner of that share and is in default in complying with such notice. Voting at any general meeting is by a show of hands unless a poll is demanded. A poll may be demanded by (i) the chairman of the meeting, (ii) not less than five members present in person or by proxy and entitled to vote, (iii) any member or members representing in the aggregate not less than one-tenth of the total voting rights of all shareholders entitled to attend and vote at such meeting or (iv) any member or members present in person or by proxy and holding shares conferring a right to vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid on all shares conferring such right. Since under English law voting rights are only conferred on registered holders of shares, a person holding through a nominee may not directly demand a poll.

Unless otherwise required by law or the BSkyB Articles, voting in a general meeting is by ordinary resolution. An ordinary resolution (e.g., a resolution for the election of directors, the approval of financial statements, the declaration of a final dividend, the appointment of auditors, the increase of authorized share capital or the grant of authority to allot shares) requires the affirmative vote of a majority of the members present in person in the case of a vote by a show of hands, or present in person or by proxy and holding shares conferring in the aggregate a majority of the votes actually cast on the ordinary resolution, in the case of a vote by poll. A special resolution (e.g., a resolution amending the BSkyB Memorandum of Association (the “BSkyB Memorandum”)) or BSkyB Articles, changing the name of BSkyB or waiving statutory pre-emption rights on the issue of new shares for cash) or an extraordinary resolution (e.g., modifying the rights of any class of shares at a meeting of the holders of such class or relating to certain matters concerning the liquidation of BSkyB) requires the affirmative vote of not less than three-fourths of the shareholders present in person, in the case of a vote by show of hands, or present in person or by proxy and holding shares conferring in the aggregate at least three-fourths of the votes actually cast on the resolution, in the case of a vote by poll. In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting is entitled to cast a deciding vote. Meetings generally are convened upon 21 days notice (where a special or extraordinary resolution is being proposed) or 14 days notice (where an ordinary resolution is being proposed), in each case exclusive of both the day of dispatch of the notice and the day of the meeting.

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Quorum

The quorum at general meetings of BSkyB shall be two or more persons holding BSkyB ordinary shares who are present in person or by proxy.

Dividend Rights

BSkyB may by ordinary resolution declare dividends to be paid to members of BSkyB according to their rights and priorities, but no dividend shall exceed the amount recommended by the Directors of BSkyB. If in the opinion of the Directors of BSkyB the profits of BSkyB justify such payments, the Directors of BSkyB may also from time to time pay interim dividends on the shares of such amounts and on such dates and in respect of such periods as they think fit. The profits of BSkyB available for distribution and resolved to be distributed shall be distributed among the holders of the shares and shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion of the period in respect of which the dividend is paid. No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Companies Act and every other statute of the time being in force concerning companies and affecting BSkyB (the “Statute”). Any dividend remaining unclaimed after a period of 12 years from the date of declaration of such dividend shall be forfeited and cease to remain owing by BSkyB. The Directors of BSkyB may, with the authority of an ordinary resolution, offer holders of BSkyB ordinary shares the right to elect to receive fully-paid BSkyB ordinary shares instead of cash in respect of the whole or any part as the Directors of BSkyB shall determine with respect to any dividend.

Distribution of Assets on a Winding-Up

If BSkyB commences liquidation, the liquidator may, with the sanction of an extraordinary resolution of BSkyB and any other sanction required by the Companies Act and the Insolvency Act of 1986: (a) divide among the members in kind the whole or any part of the assets of BSkyB (whether they shall consist of property of the same kind or not) and for that purpose, set such values as he deems fair upon any property to be divided and determine how the division shall be carried out between the members, and (b) vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator shall think fit; but no member shall be compelled to accept any share or other assets upon which there is any liability.

Pre-emptive Rights

The BSkyB Articles do not contain any pre-emptive rights. The Companies Act confers on shareholders, to the extent not waived, rights of pre-emption in respect of the issuance of equity securities that are, or are to be, paid up wholly in cash. The term “equity securities” means: (a) shares of BSkyB other than shares which, with respect to dividends and capital carry a right to participate only up to a specified amount in a distribution and shares allotted pursuant to an employee share plan; and (b) rights to subscribe for, or to convert into, such shares. Pursuant to the Companies Act, these provisions have been disapplied by a special resolution of the members for a maximum period not exceeding five years although such disapplications generally, in the case of companies whose shares are listed on the London Stock Exchange, expire no longer than 15 months from the date of the resolution or, if earlier, on the date of the next annual general meeting of BSkyB. The BSkyB Board currently has authority to allot BSkyB shares for cash other than to existing shareholders pro-rata to their holdings, up to an aggregate nominal value of £47,000,000 representing approximately 5% of the nominal issued BSkyB ordinary share capital. The authority will expire on the date of the next annual general meeting of BSkyB, at which time it is expected that this authority will be renewed.

Disclosure of Interests

Section 198 of the Companies Act provides that a person (including a company and other legal entities) that acquires any interest of 3% or more of any class of shares (including through ADRs) comprised in an English public company’s “relevant share capital” (which, for these purposes, means the company’s issued share capital carrying the right to vote in all circumstances at general meetings of the company) is required to notify the

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company in writing of its interest within two days following the day on which the obligation arises. After the 3% level is exceeded, similar notifications must be made where the interest falls below the 3% level or otherwise in respect of increases or decreases of 1% or more.

For purposes of the notification obligation, the interest of a person in shares means any kind of interest in shares including interests in any shares (a) in which a spouse, or child or stepchild under the age of 18, is interested, (b) in which a corporate body is interested and either (i) that corporate body or its directors generally act in accordance with that person’s directions or instructions or (ii) that person controls one-third or more of the voting power of that corporate body, or (c) in which another party is interested and the person and that other party are parties to a “concert party” agreement under Section 204 of the Companies Act. A concert party agreement is one which provides for one or more parties to acquire interests in shares of a particular company and imposes obligations or restrictions on any of the parties as to the use, retention or disposal of such interests acquired pursuant to such agreement and any interest in the company’s shares is in fact acquired by any of the parties pursuant to the agreement. Certain non-material interests may be disregarded for the purposes of calculating the 3% threshold, but the obligation of disclosure will still apply where such interests exceed 10% or more of any class of BSkyB’s relevant share capital and to increases or decreases of 1% or more thereafter.

In addition, Section 212 of the Companies Act provides that a public company may by written notice require a person whom the company knows or has reasonable cause to believe to be, or to have been at any time during the three years immediately preceding the date on which the notice is issued, interested in shares consisting of the company’s “relevant share capital” to confirm that fact or to indicate whether or not that is the case, and where such person holds or during the relevant time had held an interest in such shares, to give such further information as may be required relating to such interest and any other interest in the shares of which such person is aware.

Where notice is served by a company under the foregoing provisions on a person who is or was interested in shares of the company and that person fails to give the company any information required by the notice within the time specified in the notice, the company may apply to the English court for an order directing that the shares in question be subject to restrictions prohibiting, among other things, any transfer of those shares, the exercise of voting rights in respect of such shares. the taking up of rights in respect of such shares and, other than in liquidation, payments in respect of such shares.

A person who fails to fulfill the obligations imposed by Sections 198 and 212 of the Companies Act described above is subject to criminal penalties.

Transfer of BSkyB Ordinary Shares

All transfers of shares in certificated form may be effected by a transfer in writing in any usual or common form or in any other form acceptable to the Directors of BSkyB. Any such instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee.

Where any class of shares is for the time being a participating security, title to shares of that class which are recorded as being held in uncertificated form, may be transferred by means of the relevant system concerned.

The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect thereof.

The Directors of BSkyB may, in their absolute discretion, and without assigning any reason therefor, refuse to register any transfer of a share in certificated form which is not fully paid up; on which BSkyB has a lien (except in the circumstances specified in the BSkyB Articles) if a notice has been duly served in respect of that share pursuant to Section 212(1) of the Companies Act or any other statutory provision concerning the disclosure of interests in voting shares, the shares which are the subject to that notice represent in aggregate at least 0.25% of that class of share and the notice has not been complied with within 14 days; or which is in favor of more than four persons jointly.

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The Directors of BSkyB may also decline to recognize a transfer of shares in certificated form unless it is in respect of only one class of share and is deposited at the place where the register of members of BSkyB is kept from time to time accompanied (save in the case of a transfer by a recognized clearing house or a nominee of a recognized clearing house or of a recognized investment exchange, unless and to the extent that certificates must by law have been issued in respect of the shares in question) by the relevant share certificates) and is in favor of not more than four transferees jointly and in any case such other evidence as the Directors of BSkyB may reasonably require to show the right of the transferor to make the transfer.

The Directors of BSkyB may refuse to register any transfer of a share in certificated form if it is their opinion that such transfer would or might (a) prejudice the BSkyB group’s right to hold, be awarded or granted or have renewed or extended, any license granted under the United Kingdom Broadcasting Act 1990 as amended and supplemented by the Broadcasting Acts 1996 (together the “Broadcasting Acts”) or (b) give rise to or cause a variation to be trade to, or a revocation or determination of, any such license by the Independent Television Commission, or ITC.

The Directors of BSkyB may refuse to register the transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form in any case where BSkyB is entitled to refuse (or is excepted from the requirements) under the Uncertificated Securities Regulations 2001 to register the transfer; and they may refuse to register any such transfer in favor of more than four transferees.

Restrictions on Shareholdings

If the Directors of BSkyB determine following registration of a transfer of shares:

(1)  and following consultation with the ITC that, inter alia, by reason of the interest of a person in any shares of BSkyB transferred, the ITC may revoke, determine or refuse to award, grant, renew or extend a license granted under the Broadcasting Acts; or

(2)  that any person has an interest in the shares of BSkyB which, inter alia, makes BSkyB a disqualified person under the Broadcasting Acts or which contravenes or would cause a contravention of, the restrictions set out in Parts III, IV or V of Schedule 2 to the Broadcasting Acts or any order made pursuant to the Broadcasting Acts or such other restrictions as may be applied by the ITC from time to time to disqualify certain persons or bodies from having interests in such a license and to restrict the accumulation of interests in relevant services as defined in Schedule 2 to the Broadcasting Acts, the Directors of BSkyB shall be entitled to serve written notice (a “Disposal Notice”) on the relevant transferee in respect of the BSkyB ordinary shares transferred stating that they have so determined, specifying their grounds in general terms and calling for the disposal of such transferred shares as are specified in the Disposal Notice within 21 days of the date of such notice or such longer period as the Directors of BSkyB may consider reasonable and which they may extend. If the Disposal Notice is not complied with to the satisfaction of the Directors of BSkyB, they shall, so far as they are able, dispose of the relevant shares for the best price reasonably obtainable in all the circumstances. In addition, a member who has been served with a Disposal Notice shall not, with effect from the expiration of such period as the Directors of BSkyB shall specify in such notice (not being longer than 30 days from the date of service of the notice), be entitled to receive notice of, or to attend or vote at, any general meeting of BSkyB by reason of his holding the shares specified in the Disposal Notice.

Variation of Rights

Whenever the share capital is divided into different classes of shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be modified, varied, extended, abrogated or surrendered either in such manner (if any) as may be provided by such rights or (in the absence of any such provision) with the written consent of the holders of at least three-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of such shares.

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Share Capital and Changes in Capital

Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any shares in the capital of BSkyB for the time being may be allotted with such special rights, privileges or restrictions as BSkyB in general meeting may (before the allotment of such shares) from time to time determine.

BSkyB may from time to time in general meeting increase its capital by the creation of new shares, consolidate all or any of its share capital into shares of larger amount than its existing shares; by sub-division of its existing shares or any of them, divide its capital, or any part thereof, into shares of smaller amount, and reduce its share capital, any capital redemption reserve and any share premium account.

BSkyB may from time to time purchase its own shares (including any redeemable shares), subject to the provisions of the Companies Act.

Non-U.K. Shareholders

Except as described above, there are no limitations in the BSkyB Articles on the right of non-U.K. citizens or residents to hold, or exercise voting rights attaching to, the BSkyB ordinary shares.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the BSkyB ordinary shares is Lloyds TSB Bank plc.

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DESCRIPTION OF BSKYB ADSs

The following is a summary of the material provisions of the Deposit Agreement dated as of December 9, 2002, among BSkyB, The Bank of New York as depositary (the “Depositary”), and the holders from time to time of BSkyB ADSs (the “Deposit Agreement”). Such summary does not purport to be complete and is qualified in its entirety by reference to the Deposit Agreement, copies of which are available for inspection at the Corporate Trust Office of the Depositary, located at the address set forth below.

BSkyB ADRs evidencing BSkyB ADSs are issuable by the Depositary pursuant to the Deposit Agreement. Each BSkyB ADR evidences a specified number of BSkyB ADSs, each such BSkyB ADS currently representing four BSkyB ordinary shares, deposited with the Depositary’s affiliate located in London, England (the “Custodian”) or its successors or any other firms or corporations appointed as custodians by the Depositary. A BSkyB ADR may represent any number of BSkyB ADSs.

Deposit and Withdrawal of BSkyB Ordinary Shares

The Depositary has agreed that upon deposit with the Custodian of BSkyB ordinary shares or evidence of rights to receive BSkyB ordinary shares endorsed or accompanied by any appropriate instruments of transfer, together with such certifications and payments as may be required by the Custodian or the Depositary, and in accordance with the provisions of the Depositary Agreement, it shall execute and deliver at its Corporate Trust Office, presently located at 101 Barclay Street, New York, New York 10286 (the “Principal Office”), to, or upon the written order of, the person or persons specified by the depositor, a BSkyB ADR or BSkyB ADRs for the number of BSkyB ADSs issuable in respect of such deposit.

A BSkyB ADR holder is entitled to withdraw the underlying BSkyB ordinary shares at any time, and such right may not be restricted in any manner, subject only to (i) temporary delays caused by closing transfer books of the Depositary or BSkyB or the deposit of BSkyB ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to BSkyB ADRs or to the withdrawal of deposited securities. Upon surrender of BSkyB ADRs at the Principal Office, upon payment of the fees and charges provided in the Deposit Agreement, and subject to the terms of the Deposit Agreement, BSkyB ADR holders are entitled to delivery, at the Principal Office or at the office of the Custodian in London, England, of BSkyB ordinary shares and any other documents of title at the time represented by the surrendered BSkyB ADRs. The forwarding of share certificates and other documents of title for such delivery at the Principal Office will be at the risk and expense of the BSkyB ADR holder.

The Depositary may issue BSkyB ADRs against rights to receive BSkyB ordinary shares from BSkyB or any agent of BSkyB or any other entity involved in ownership or transaction records in respect of the BSkyB ordinary shares. The Depositary will not issue BSkyB ADRs against any other rights to receive BSkyB ordinary shares unless (i) such BSkyB ADRs are fully collaterized (marked to market daily) with cash or U.S. government securities, or other collateral of comparable safety and liquidity, (ii) the applicant for such BSkyB ADRs represents in writing that it, or its customer, owns such BSkyB ordinary shares or BSkyB ADRs before the issuance of such BSkyB ADRs or such evidence of ownership of BSkyB ordinary shares or BSkyB ADRs as the Depositary deems appropriate and will hold them in trust for the Depositary until delivery upon the Depositary’s request, and (iii) such issuance shall be terminable by the Depositary on not more than five business days’ notice and subject to such further indemnities and credit regulations as the Depositary deems appropriate. Additionally, the Depositary intends that the number of BSkyB ADRs issued and outstanding at any one time generally will not exceed 20% of the BSkyB ADSs issued by the Depositary with respect to which BSkyB ordinary shares are on deposit with the Depositary or Custodian (provided, however, the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate) and will set limits with respect to the number of BSkyB ADRs and BSkyB ordinary shares involved in transactions under these provisions on a case-by-case basis. Neither the Depositary nor the Custodian may deliver BSkyB ordinary shares, except in accordance with the Deposit Agreement.

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Voting Deposited Securities

Upon receipt of any notice of any meeting or solicitation of consents or proxies of holders of BSkyB ordinary shares or other deposited securities, the Depositary shall, as soon as practicable, fix a record date for determining the BSkyB ADR holders entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, as provided in the Deposit Agreement, and after receipt from BSkyB of notice of such meeting and if requested by BSkyB, mail to such holders a notice containing (i) such information as is contained in such notice of meeting and the solicitation materials, if any, (ii) a statement that such holders at the close of business on a specified record date will be entitled, subject to any applicable provisions of law and of the BSkyB Memorandum and BSkyB Articles to instruct the Depositary as to the exercise of the voting rights pertaining to the BSkyB ordinary shares and other deposited securities represented thereby and (iii) a statement as to the manner in which such instructions may be given, or deemed given, to the Depositary to give a discretionary proxy to a person designated by BSkyB. Upon the written request of a BSkyB ADR holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of BSkyB ordinary shares or other deposited securities represented by such BSkyB ADSs, in accordance with the instructions set forth in such request. The Depositary will not itself exercise any voting discretion over any BSkyB ADSs or other deposited securities evidenced by a BSkyB ADR, other than in accordance with instructions received from the holder.

Dividends, Other Distributions and Rights

Whenever the Depositary receives any cash dividend or other cash distribution on the deposited securities, the Depositary or the Custodian will, subject to the provisions of the Deposit Agreement, convert on a reasonable basis such dividend or distribution into U.S. dollars and distribute without unreasonable delay such amount to the record holders of BSkyB ADRs entitled thereto in proportion to the number of BSkyB ADSs representing such deposited securities held by them, respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by BSkyB, the Custodian or the Depositary on account of taxes. If the Depositary shall determine that non-U.S. dollar amounts may not be converted on a reasonable basis into the U.S. dollars transferable to the United States, or if any approval or license of any government or agency thereof, which is required for such conversion, is denied or, in the opinion of the Depositary, is unobtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the non-U.S. dollar currency (or an appropriate document or notice evidencing their rights to receive such currency) received by the Depositary to the then BSkyB ADR holders entitled thereto or hold such non-U.S. dollar currency for the respective accounts of such persons, without liability for interest. If any distribution consists of a dividend in, or free distribution of, BSkyB ordinary shares, the Depositary may in its discretion, upon prior consultation with and the approval of BSkyB, and will if BSkyB requests, distribute to the BSkyB ADR holders entitled thereto additional BSkyB ADRs representing the aggregate number of BSkyB ordinary shares received as such dividend or free distribution subject to the terms of the Deposit Agreement.

Whenever the Depositary or a Custodian receives any distribution other than cash or BSkyB ordinary shares or rights upon any deposited securities, the Depositary will, upon consultation with BSkyB, distribute without unreasonable delay to the BSkyB ADR holders entitled thereto such securities or property in any manner that the Depositary, after consultation with BSkyB, may deem equitable and practicable for accomplishing such distribution. If, in the opinion of the Depositary, such distribution cannot be made to the BSkyB ADR holders entitled thereto or if for any other reason (including, without limitation any requirement (i) that BSkyB or the Depositary withhold an amount on account of taxes or other governmental charges, or (ii) that such securities must be registered under the Securities Act or other law in order to be distributed to BSkyB ADR holders) the Depositary, deems such distribution not to be feasible, the Depositary may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof. The net proceeds of any such sale will be distributed by the Depositary to the BSkyB ADR holders entitled thereto as in the case of a distribution received in cash. In the case of a distribution of BSkyB ordinary shares, in lieu of delivering BSkyB ADRs for fractional. BSkyB ADSs in any such case, the Depositary may sell the number of BSkyB ordinary shares represented by the

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aggregate of such fractions at public or private sale, at such place or places and upon such terms as it may deem proper, and distribute the net proceeds of any such sale, all in the manner and subject to the conditions described in the Deposit Agreement.

In the event that BSkyB shall offer or cause to be offered to the holders of any deposited securities any rights to subscribe for additional BSkyB ordinary shares or any rights of any other nature, the Depositary, after consultation with BSkyB, shall have discretion as to the procedure to be followed in making such rights available to any BSkyB ADR holders or in disposing of such rights on behalf of any BSkyB ADR holders and making the net proceeds available to such BSkyB ADR holders or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any BSkyB ADR holders or dispose of such rights and make the net proceeds available to such BSkyB ADR holders, then the Depositary should allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all or certain BSkyB ADR holders but not to other BSkyB ADR holders, the Depositary may distribute to any BSkyB ADR holder to whom it determines the distribution to be lawful and feasible, in proportion to the number of BSkyB ADSs held by such BSkyB ADR holder, warrants or other instruments therefor in such form as it deems appropriate.

After consultation with BSkyB, if the Depositary has distributed warrants or other instruments for rights to all or certain BSkyB ADR holders, then upon instruction from such a BSkyB ADR holder to exercise such rights, upon payment by such BSkyB ADR holder to the Depositary for the account of such BSkyB ADR holder of an amount equal to the purchase price of the BSkyB ordinary shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other applicable charges, the Depositary shall, on behalf of such BSkyB ADR holder, exercise the rights and purchase the BSkyB ordinary shares, and BSkyB shall cause the BSkyB ordinary shares so purchased to be delivered to the Depositary on behalf of such BSkyB ADR holder for deposit and shall execute and deliver BSkyB ADRs to such BSkyB ADR holder with appropriate legends regarding restrictions on sale, deposit, cancellation, and transfer under such laws.

If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain BSkyB ADR holders, it may sell the rights, warrants or other instruments in proportion to the number of BSkyB ADSs held by the BSkyB ADR holders to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such BSkyB ADR holders otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such BSkyB ADR holders because of exchange restrictions or the date of delivery of any BSkyB ADR or otherwise.

The Depositary will not offer rights to BSkyB ADR holders unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to all BSkyB ADR holders or are registered under the provisions of such Act. The Deposit Agreement does not create any obligation on the part of BSkyB to file a registration statement with respect to such rights or underlying securities. If a BSkyB ADR holder requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under such Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for BSkyB upon which the Depositary may rely that such distribution to such BSkyB ADR holder is exempt from such registration.

Record Dates

Whenever the Depositary receives notice of the fixing of a record date by BSkyB for the determination of holders of BSkyB ordinary shares or other deposited securities entitled to receive any cash dividend or other cash distribution or any distribution other than cash, or any rights to be issued with respect to BSkyB ordinary shares

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or other deposited securities, or whenever the Depositary receives notice of any meeting of holders of BSkyB ordinary shares or other deposited securities or upon such other circumstances as are specified in the Deposit Agreement, the Depositary will fix a record date (which, where applicable, will be as close as practicable to the date corresponding to the record date fixed by BSkyB in respect of the BSkyB ordinary shares) for the determination of the BSkyB ADR holders who shall be entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting or to take such other action. Subject to the provisions of the Deposit Agreement, the record BSkyB ADR holders on such record date will be entitled to receive the amount distributable by the Depositary with respect to such dividend or distribution or rights or the net proceeds of the sale thereof or to give voting instructions for the exercise of such voting rights.

Transfer of BSkyB ADRs

The BSkyB ADRs are transferable on the books of the Depositary in accordance with the provisions of the Deposit Agreement. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any BSkyB ADR, the Depositary, Custodian or registrar may require (a) payment of a sum sufficient for reimbursement of any tax or other governmental charge and any stock transfer registration fee with respect thereto and payment of any applicable fees as provided in the Deposit Agreement, (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and (c) compliance with any laws or governmental regulations, as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of BSkyB ADRs against deposits of BSkyB ordinary shares generally or against deposits of particular BSkyB ordinary shares may be suspended or the delivery of BSkyB ADRs against the deposit of particular BSkyB ordinary shares may be refused, or the registration of transfer of BSkyB ADRs in particular instances may be refused or the transfer generally may be suspended during any period when the transfer books are closed, or if any such action is deemed necessary or advisable by the Depositary or BSkyB at any time or from time to time because of any requirement of law or of any government or governmental body, authority or commission or under any provision of the Deposit Agreement, or the provisions of or governing deposited securities, or any meeting of shareholders of BSkyB, or for any other reason in accordance with the Deposit Agreement.

Filing Proofs, Certificates and Other Information

Any person presenting BSkyB ordinary shares for deposit or any BSkyB ADR holder may be required from time to time to file such proof of citizenship or residence, exchange control approval or any other matters necessary or appropriate relating to the registration on, the books of BSkyB (or its appointed agent for transfer and registration of BSkyB ordinary shares), to execute such certificates and to make such representations and warranties as the Depositary or BSkyB may deem necessary or proper. The Depositary may, and will if requested by BSkyB, withhold the delivery or registration of transfer of any BSkyB ADR or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any such deposited securities until such proof or other information is filed or such certificates are executed or such representations and warranties are made. In addition, each BSkyB ADR holder agrees to provide such information as BSkyB may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the Companies Act or the BSkyB Memorandum and BSkyB Articles. Each BSkyB ADR holder acknowledges that it understands that failure to provide on a timely basis the information required in any Disclosure Notice may result in the imposition of sanctions against the holder of the BSkyB ordinary shares represented by BSkyB ADSs in respect of which the non-complying person is or was, or appears to be, or have been, interested as provided in the Companies Act and the BSkyB Memorandum and BSkyB Articles which currently include, without limitation, the withdrawal of the voting rights of such BSkyB ordinary shares and the imposition of restrictions on the rights to receive dividends on and to transfer such BSkyB ordinary shares. In addition, each BSkyB ADR holder agrees to comply with the provisions of the Companies Act with regard to notification to BSkyB of interests in BSkyB ordinary shares, which currently provide, inter alia, that any BSkyB ADR holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in three percent (3%) or more of the outstanding BSkyB

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ordinary shares, or is aware that another person for whom it holds such BSkyB ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any changes of at least 1% in the percentage interest in the outstanding BSkyB ordinary shares) notify BSkyB as required by the Companies Act.

Amendment and Termination of the Deposit Agreement

The form of the BSkyB ADRs and any provisions of the Deposit Agreement may at any time be amended between BSkyB and the Depositary. Any amendment imposing or increasing any fees or charges payable by BSkyB ADR holders (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudicing any substantial existing right of BSkyB ADR holders, shall not take effect as to outstanding BSkyB ADRs until the expiration of 30 days after notice of such amendment has been given to the record holders of outstanding BSkyB ADRs. Every BSkyB ADR holder at the time such amendment so becomes effective shall be deemed, by continuing to hold such BSkyB ADR, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event may any amendment impair the right of any BSkyB ADR holder to surrender his BSkyB ADR and receive the deposited securities represented thereby except to comply with mandatory provisions of applicable law as permitted under the Deposit Agreement.

The Depositary will, at BSkyB’s direction, terminate the Deposit Agreement by mailing notice of such termination to the record BSkyB ADR holders then outstanding at least 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if, at any time, 60 days have expired after the Depositary shall have delivered to BSkyB a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment within such 60 days. If any BSkyB ADRs shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfer of BSkyB ADRs, shall suspend the distribution of dividends to the holders thereof and shall not give further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to the deposited securities, the sale of rights as provided in the Deposit Agreement and the delivery of the deposited securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for surrendered BSkyB ADRs. At any time after the expiration of one year from the date of termination, the Depositary may sell the deposited securities then held and may thereafter hold uninvested the net proceeds of such sale, together with any cash then held by it under the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the BSkyB ADR holders which have not theretofore been surrendered.

Notices and Reports

On or before the date of giving by BSkyB of notice to its shareholders, by publication or otherwise, of any meeting of holders of BSkyB ordinary shares or other deposited securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of the deposited securities, BSkyB agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of BSkyB ordinary shares or other deposited securities. BSkyB will arrange for the prompt transmittal to the Depositary and the custodian of such notices and any other reports and communications which are made generally available by BSkyB to holders of its BSkyB ordinary shares, and the Depositary will, at BSkyB’s expense, arrange for the mailing of copies thereof to all BSkyB ADR holders.

The Depositary will make available for inspection by BSkyB ADR holders at its Principal Office, any reports and communications received from BSkyB which are both (i) received by the Depositary as the holder of the deposited securities, and (ii) made generally available to the holders of such deposited securities by BSkyB. The Depositary will furnish such communications and reports to BSkyB ADR holders upon request of such holders.

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Inspection of Transfer Books

The Depositary shall keep books at its Principal Office for the registration and transfer of BSkyB ADRs which at all reasonable times shall be open for inspection by the BSkyB ADR holders and BSkyB; provided that such inspection shall not be for the purpose of communicating with BSkyB ADR holders in the interest of a business or object other than the business of BSkyB or a matter related to the Deposit Agreement or BSkyB ADRs. The Depositary may close the books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement.

Charges of Depositary

Except as otherwise provided in the Deposit Agreement, BSkyB shall pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any registrar in accordance with agreements entered into between the Depositary and BSkyB from time to time.

The following charges shall be incurred by any party depositing or withdrawing BSkyB ordinary shares or by any party surrendering BSkyB ADRs or to whom BSkyB ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by BSkyB or an exchange of stock regarding the BSkyB ADRs or deposited securities or a distribution of BSkyB ADRs), or by BSkyB ADR holders, as applicable: (i) taxes and other governmental charges, (ii) such registration fees as may from time to time be in effect for the registration of transfers of BSkyB ordinary shares generally on the share register of BSkyB or foreign registrar and applicable to transfers of BSkyB ordinary shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (iii) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (iv) such customary expenses as are incurred by the Depositary in the conversion of foreign currency, (v) a fee of US$5.00 or less per 100 BSkyB ADSs (or portion thereof) for the execution and delivery or surrender of BSkyB ADRs, (vi) a fee of US$.02 or less per BSkyB ADS (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, (vii) a fee for the distribution of securities, such fee being in an amount equal to the fee for the execution and delivery of BSkyB ADSs referred to above which would have been charged as a result of the deposit of such securities but which securities are instead distributed by the Depositary to BSkyB ADR holders and (viii) any other charge payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of BSkyB ordinary shares or other deposited securities (which charge shall be assessed against BSkyB ADR holders as of the date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such BSkyB ADR holders for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

Liability of Holders for Taxes or Other Charges

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to a BSkyB ADR or any deposited security evidenced by a BSkyB ADR, such tax or governmental charge shall be payable by such BSkyB ADR holder or any deposited security represented by a BSkyB ADS. Transfer of such BSkyB ADS or any withdrawal of deposited securities represented thereby may be refused until such payment is made, and any dividends or other distributions may be withheld, or any part or all of the deposited securities evidenced by such BSkyB ADR and not theretofore sold may be sold for the account of the holder thereof, and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such tax or other governmental charge, the holder of such BSkyB ADR remaining liable for any deficiency.

Limitation on Liability

Neither the Depositary nor BSkyB, nor any of their respective agents shall be liable to the BSkyB ADR holders under the Deposit Agreement, except that each of them has agreed to perform their respective obligations expressly set forth therein without negligence or bad faith.

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DESCRIPTION OF NEWS CORPORATION PREFERRED ORDINARY SHARES

Pursuant to the terms of the BUCS, you may tender BUCS for redemption on March 15, 2010, March 15, 2013, or March 15, 2018 for payment of the adjusted liquidation preference. The trust may pay the redemption purchase price in, at its election, cash, BSkyB ordinary shares or News Corporation preferred ADSs or any combination thereof. The following describes News Corporation’s preferred ordinary shares and preferred ADSs.

General

News Corporation’s preferred ordinary shares are listed on the Australian Stock Exchange. The Australian Stock Exchange presently constitutes the principal non-U.S. trading market for the preferred ordinary shares. In accordance with the rules of the New York Stock Exchange, the preferred ordinary shares are also listed on New York Stock Exchange solely in connection with the listing of the News Corporation preferred ADSs and without the ability to trade.

News Corporation’s constitution provides that each unclassified share in News Corporation must, on issuance by the directors, be classified as:

• a preferred ordinary share;

• an ordinary share;

• a non-voting ordinary share; or

• such other share as may be permitted by News Corporation’s constitution, which currently includes:

• converting preference shares, which are convertible into ordinary shares and otherwise have rights and privileges attached to them as set out in News Corporation’s constitution;

• redeemable ordinary shares, which upon transfer or disposal prior to a “triggering event,” as defined at the time of issuance, other than to a “permitted transferee,” also as so defined, are automatically redeemed and converted into one preferred ordinary share for each redeemable ordinary share redeemed, plus an amount of cash calculated in accordance with News Corporation’s constitution equating to the excess of the then current market price of the redeemable ordinary shares over the current market price of the preferred ordinary shares. The redeemable ordinary shares otherwise have the rights and privileges attached to them as specified in News Corporation’s constitution;

• perpetual preference shares, with such rights attaching to them as the directors determine on or prior to allotment, but in accordance with News Corporation’s constitution; and

• redeemable preference shares, with such rights attaching to them as the directors determine on or prior to allotment, but in accordance with News Corporation’s constitution.

As at June 30, 2003, there were outstanding 2,097,411,050 ordinary shares, 3,230,088,260 preferred ordinary shares and no other classes of shares in News Corporation. Australian Stock Exchange Listing Rule 7.1 generally provides that a company may not issue, in any 12 month period, more than 15% of the number of equity securities already on issue without the approval of the holders of ordinary securities.

Voting Rights

A holder of a preferred ordinary share may only vote under the following circumstances:

• on a proposal to reduce the share capital of News Corporation;

• a proposal to wind up or during the winding up of News Corporation;

• on a proposal for the disposal of the whole of the property, business and undertaking of News Corporation;

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• when any preferential dividend declared on such preferred ordinary shares is in arrears;

• on a proposal which affects rights attached to the preferred ordinary share; or

• on a resolution to approve the terms of a buy-back agreement.

Other than as set forth in the preceding paragraph, a holder of a preferred ordinary share has no right to vote. The following circumstances will be deemed to directly affect the rights attached to, and the rights and privileges of holders of, preferred ordinary shares:

• the issuance of other preference shares ranking in any respect prior to preferred ordinary shares; or

• the conversion of ordinary shares and non-voting ordinary shares into preference shares ranking in any respect prior to or ranking equally with the preferred ordinary shares.

But the issue of other preference shares ranking equally with the preferred ordinary shares or of additional preferred ordinary shares will be deemed not to affect directly such rights or privileges.

The holders of the preferred ordinary shares entitled to vote on a particular matter shall vote in the same manner and subject to the same conditions as the holders of the ordinary shares or redeemable ordinary shares, as described below.

At annual and extraordinary general meetings of shareholders:

• five members entitled to vote and present in person, by proxy, attorney or, if a corporation, representative, constitute a quorum;

• each holder of ordinary shares or redeemable ordinary shares or proxy, attorney or (if a corporation) representative of such holder present has one vote on a show of hands; and

• on a poll, each holder of ordinary shares or redeemable ordinary shares present in person or by proxy, attorney or representative has one vote per ordinary share or redeemable ordinary share registered in his name (provided that votes on a poll in respect of partly paid ordinary shares or redeemable ordinary shares are pro rata in accordance with the amount paid up on such shares).

Votes at meetings are conducted by a show of hands unless a poll is demanded. A poll may be demanded by:

• the chairman of the meeting;

• not less than five shareholders having a right to vote; or

• members with at least 5% of the votes that may be cast on a resolution on a poll.

A majority of votes cast is required generally for the passing of resolutions. However, the rights and privileges attached to each class into which the capital is divided may be modified, abrogated or dealt with only by a three-fourths majority of the votes cast at a separate meeting of the holders of that class, or, in certain circumstances, written consent approving such action by the holders of three-fourths of the shares of such class.

A holder of a non-voting ordinary share is not entitled to vote at any general meeting of members of News Corporation by virtue of holding such share. A holder of a converting preference share, a perpetual preference share or a redeemable preference share is not entitled to vote at any general meeting of members of News Corporation except in certain limited circumstances similar to those in which holders of preferred ordinary shares will be permitted to vote.

Dividends

No dividends may be paid to the holders of preferred ordinary shares, ordinary shares or non-voting ordinary shares until all base dividends and supplementary dividends, each as defined in News Corporation’s

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constitution, payable in respect of converting preference shares immediately preceding the declaration of dividends in those other classes of shares or any of them, have been paid or otherwise provided in full.

Each preferred ordinary share will confer a preferential but non-cumulative right to dividends in respect of any financial year of News Corporation equal to the greater of:

• the base dividend, which is such amount (if any) as is declared by the directors as a dividend not exceeding 15% of the paid up capital on the preferred ordinary shares, or a lesser percentage in proportion to any increase in the capital resulting from a bonus issue of preferred ordinary shares; and

• the premium dividend, which is 120% of the aggregate of all dividends declared in that financial year on an ordinary share paid up to the same proportion for the same period of time.

Subject to the satisfaction of the rights of holders of converting preference shares (described above) and preferred ordinary shares (also described above), dividends on ordinary shares, redeemable ordinary shares and non-voting ordinary shares:

• may be declared by the directors of News Corporation;

• are payable only out of the profits of News Corporation; and

• are distributed among holders of those shares in proportion to the amount of capital paid on those shares by such holders (and, if an ordinary share or redeemable ordinary share is issued or any capital is paid on an ordinary share or redeemable ordinary share during the period in respect of which the dividend is declared, according to the terms of issue or otherwise proportionately for the period during which such capital was paid up).

The directors or members in general meeting may also resolve that:

• profits or other legally available reserves be capitalized and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions; and

• the same be applied for the benefit of members in certain distributions of capital, including:

• payment of unpaid capital on shares;

• issuing fully paid shares or debentures; or

• in accordance with the rules of a bonus share plan of News Corporation.

Dividends on any class of securities of News Corporation are not required to be paid in the fiscal year in respect of which they are declared and are payable:

• on the date specified by the board of directors at the time of declaration; or

• if no such date is specified, forthwith after the declaration.

If dividends on the preferred ordinary shares are not declared in respect of any fiscal year, such omission or shortfall shall not limit the dividends which may be declared or paid on the ordinary shares in respect of any subsequent year.

Ordinary shares, redeemable ordinary shares and non-voting ordinary shares are entitled to dividends equally, without preference, with all other such shares, but the right to such a dividend is subject to:

• declaration of the greater of the base dividend or the premium dividend on the preferred ordinary shares;

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• in the case of an interim dividend on the ordinary, redeemable ordinary or non-voting ordinary shares, prior or concurrent payment of the greater of:

• 50% of the preferred dividend, which is the amount of dividend declared in respect of each of the preferred ordinary shares;

• an amount equal to 120% of all dividends paid on ordinary, redeemable ordinary and non-voting shares in that financial year; and

• in the case of a final dividend on the ordinary, redeemable ordinary or non-voting ordinary shares, prior or concurrent payment of the remainder of the preferred dividend.

Each non-voting ordinary share will confer the same dividend entitlement as an ordinary share.

If any perpetual preference shares or redeemable preference shares are issued by News Corporation, they will carry dividend rights to be determined upon or prior to issue by the directors of News Corporation in accordance with News Corporation’s constitution. Those dividend rights:

• will rank senior to the rights attaching to ordinary shares;

• will rank junior to the rights attaching to converting preference shares; and

• may rank senior to, equally, without preference, with or junior to other classes of preference shares outstanding at the time those shares are issued, including the preferred ordinary shares, depending on their terms of issue.

Rights on a Winding-Up

On a winding up of News Corporation, News Corporation’s assets, including capital uncalled at the commencement of the winding up, remaining after paying and discharging its debts and liabilities and the costs of the winding up, are to be applied as follows:

• first, in payment to the holders of converting preference shares of any base dividends not paid and any supplementary dividend not declared on those shares, pro rata according to the amounts not paid;

• second, in repayment of the capital paid up on converting preference shares pro rata according to the amounts so paid;

• third, in repayment of the capital paid up on the preferred ordinary shares pro rata according to the amounts so paid;

• fourth, in payment to the holders of the preferred ordinary shares of the preferential dividends declared but not paid on their shares pro rata according to the amounts not paid;

• fifth, in repayment to the holders of redeemable ordinary shares of up to A$1.00 for every 1,000 redeemable ordinary shares held;

• sixth, in repayment of the capital paid up on the ordinary shares and any other class of securities of News Corporation pro rata according to the amounts so paid;

• seventh, in payment to the holders of preferred ordinary shares, ordinary shares, redeemable ordinary shares and non-voting ordinary shares of non-preferential dividends declared but not paid on their shares pro rata according to the amounts not paid; and

• any residue shall be divided among the holders of the preferred ordinary shares, ordinary shares, redeemable ordinary shares and non-voting ordinary shares pro rata according to the amounts of capital paid up on such shares, respectively.

On a winding up of News Corporation, repayment of the capital of members will rank junior to payment of all of the creditors of News Corporation. Also, holders of preferred ordinary shares will rank junior to holders of converting preference shares.

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If any perpetual preference shares or redeemable preference shares are issued by News Corporation, their ranking on winding up shall be one of the terms determined by the directors in accordance with News Corporation’s constitution on or prior to the issue of those shares, and:

• they shall rank senior to ordinary shares and redeemable ordinary shares;

• they shall junior to converting preference shares; and

• they may rank senior to, equally, without preference, with, or junior to, other classes of preference shares outstanding at the time those shares are issued, including the preferred ordinary shares, depending on their terms of issue.

Transfers

News Corporation’s constitution permits its shares to be transferred in any manner permitted by the listing rules of the Australian Stock Exchange and the business rules of the Australian Securities Clearing House.

News Corporation’s constitution also makes provision for the refusal to register any transfer of shares:

• where the shares are subject to a lien in respect of unpaid calls;

• where an escrow agreement has been entered into in accordance with the listing rules of the Australian Stock Exchange;

• where such transfer would create a new shareholding of a less than marketable parcel;

• where such transfer must or may be refused in accordance with the Australian Stock Exchange Listing Rules, the Corporations law or the Australian Securities Clearing House Business Rules; or

• where such transfer would require registration of more than three persons as joint holders, unless they are executors or trustees of a deceased shareholder.

The existing rules of the Australian Stock Exchange also provide for an application to be made to the Australian Securities Clearing House, if certain circumstances exist, to prevent shares from being transferred. All shares of News Corporation are presently approved for participation in the Clearing House Electronic Subregister System administered by the Australian Securities Clearing House.

Other than transfers under the rules of the Australian Securities Clearing House, as permitted by News Corporation’s constitution, the following must be delivered to News Corporation as a prerequisite to a transfer in the register of shareholders:

• an instrument of transfer in proper form and duly stamped;

• the share certificates, if any; and

• such other information relating to the transferor’s right to dispose of the shares as the directors require.

The share registry office of News Corporation is Computershare Investor Services Pty Ltd., Adelaide, South Australia, Australia.

News Corporation’s constitution also provides that a person may not:

• offer to acquire;

• procure any offer to acquire; or

• acquire,

any ordinary shares, redeemable ordinary shares or preferred ordinary shares under a takeover scheme or announcement or other general offer, as defined in News Corporation’s constitution, for such shares unless:

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• the takeover scheme or announcement or other offer relates to ordinary shares, redeemable ordinary shares and preferred ordinary shares; or

• contemporaneous offers are made for ordinary shares, redeemable ordinary shares and preferred ordinary shares, and the terms of the offer are comparable, as that term is used in News Corporation’s constitution. In accordance with section 140 of the Australian Corporations Act, such a provision in a company’s constitution has the effect of a contract under seal between the company and each member, between the company and each of its directors or secretaries and between each of the members as between themselves, under which each of them agrees to observe and perform those provisions applicable to them as in force for the time being. As long as that provision remains in News Corporation’s constitution, it may be enforced by and against such persons to the extent permitted by section 140 of the Australian Corporations Law. News Corporation’s constitution does not affect the operation of those provisions of the Australian Corporations Act which control the acquisition of shares in News Corporation and regulate takeover bids.

DESCRIPTION OF NEWS CORPORATION PREFERRED ADSs

The News Corporation preferred ADSs will be issued under the amended and restated deposit agreement (which we sometimes refer to as the “deposit agreement”), dated as of December 3, 1996, as amended by the letter agreement dated as of December 17, 2001, between News Corporation, Citibank, N.A., as depositary, and the holders from time to time of the News Corporation preferred ADSs. The following is a summary of the material provisions of that agreement. This summary is not intended to be complete and is qualified in its entirety by reference to the deposit agreement and the letter agreement. Copies of the deposit agreement and the letter agreement are available for inspection at the office of the depositary, located at 111 Wall Street, 20th Floor, New York, New York 10043.

In the United States, News Corporation’s preferred ADSs, each representing four preferred ordinary shares, are listed on the New York Stock Exchange and traded under the symbol “NWS.A”.

American Depositary Receipts

American Depositary Receipts, or preferred ADRs, representing News Corporation preferred ADSs are issuable by the depositary under the deposit agreement. Each preferred ADR evidences a specified number of News Corporation preferred ADSs deposited with the depositary’s custodian, Citicorp Nominees Pty Ltd., located in Melbourne, Australia or its successors or any other firms or corporations appointed as custodians by the depositary. A preferred ADR may represent any number of News Corporation preferred ADSs.

Deposit and Withdrawal of Shares

Upon deposit with the custodian of:

• certificates for preferred ordinary shares or evidence of rights to receive such shares endorsed or accompanied by any appropriate instruments of transfer; and

• such certifications and payments as may be required by the custodian or the depositary,

the depositary agrees to execute and deliver at its office to, or upon the written order of, the person or persons specified by the depositor, a preferred ADR or preferred ADRs for the number of preferred ordinary shares issuable in respect of such deposit.

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Each holder of a preferred ADR is entitled to withdraw the underlying preferred ordinary shares at any time. This right to withdraw is not restricted in any manner, subject only to:

• temporary delays caused by the closing transfer books of the depositary or News Corporation or the deposit of preferred ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

• the payment of fees, taxes and similar charges; and

• compliance with any laws or governmental regulations relating to preferred ADRs or to the withdrawal of deposited securities.

Upon surrendering a preferred ADR at the depositary’s office, the holder of the preferred ADR is entitled to delivery, at that office or at the custodian’s office in Melbourne, Australia, of the preferred ordinary shares and any other documents of title at the time represented by the surrendered preferred ADR. However, the entitlement to delivery is subject to the payment of the fees and charges provided in the deposit agreement, as applicable, and the terms of that agreement. The forwarding of share certificates and other documents of title for delivery at the depositary’s office in New York, New York will be at the risk and expense of the preferred ADR holder.

The depositary may issue preferred ADRs against rights to receive preferred ordinary shares from:

• News Corporation;

• any agent of News Corporation; or

• any other entity involved in ownership or transaction records in respect of the preferred ordinary shares.

The depositary will not issue preferred ADRs against any other rights to receive preferred ordinary shares unless:

• such preferred ADRs are fully collateralized (marked-to-market daily) with cash or U.S. government securities, or other collateral of comparable safety and liquidity;

• the applicant for such preferred ADRs represents in writing that it, or its customer, owns such preferred ordinary shares or preferred ADRs before the issuance of such preferred ADRs or such evidence of ownership as the depositary deems appropriate, and will hold them in trust for the depositary until delivery upon the depositary’s request; and

• such issuance shall be terminable by the depositary on not more than five business days’ notice and subject to such further indemnities and credit regulations as the depositary deems appropriate.

Additionally, the depositary intends that the number of preferred ADRs issued by it prior to the receipt of preferred ordinary shares and outstanding at any one time generally will not exceed 30% of the News Corporation Preferred ADSs issued by the depositary with respect to which preferred ordinary shares are on deposit with the depositary or custodian. However, the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositary will set limits with respect to the number of preferred ADRs and preferred ordinary shares involved in transactions under these provisions on a case-by-case basis. The depositary or the custodian may only deliver preferred ordinary shares in accordance with the deposit agreement.

Voting Deposited Securities

If the depositary receives any notice of any meeting or solicitation of consents or proxies of holders of preferred ordinary shares or other deposited securities, the depositary will:

• as soon as practicable, fix a record date for determining the preferred ADR holders entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, as provided in the deposit agreement; and

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• mail to such holders a notice containing:

— the information contained in the notice of meeting and solicitation materials, if any;

— a statement that such holders at the close of business on a specified record date will be entitled, subject to applicable law, News Corporation’s constitution and the provisions of the deposited securities, to instruct the depositary as to the exercise of the voting rights (if any) pertaining to the preferred ordinary shares and other deposited securities represented thereby; and

— brief statement as to the manner in which such instructions may be given.

If the depositary receives a written request of a preferred ADR holder on such record date, on or before the date established by the depositary for such purpose, it shall endeavor, insofar as practicable and permitted under applicable law, News Corporation’s constitution and the provisions of the deposited securities, to vote or cause to be voted the amount of preferred ordinary shares or other deposited securities represented by such News Corporation preferred ADSs, in accordance with the instructions set out in the request. Other than in accordance with instructions received from holders, the depositary will not itself exercise any voting discretion over any News Corporation preferred ADSs or other deposited securities evidenced by a preferred ADR.

Dividends, Other Distributions and Rights

Whenever the depositary receives any cash dividend or other cash distribution on the deposited securities, the depositary or the custodian will, subject to the provisions of the deposit agreement:

• convert on a reasonable basis such dividend or distribution without unreasonable delay into U.S. dollars; and

• distribute the converted amounts to the record holders entitled to such dividend or distribution, in proportion to the number of News Corporation preferred ADSs representing such deposited securities held by it;

provided, however, that the amount distributed will be reduced by any amounts required to be withheld by News Corporation, the custodian or the depositary on account of taxes.

The depositary will either:

• distribute the non-U.S. dollar currency received by the depositary to the then preferred ADR holders entitled to the dividend or distribution; or

• hold such non-U.S. dollar currency for the respective accounts of such persons, without liability for interest, and distribute to them an appropriate document or notice evidencing their rights to receive such currency, if:

— the depositary determines that non-U.S. dollar amounts may not be converted on a reasonable basis into the U.S. dollars transferable to the United States;

— any approval or license of any government or agency, which is required for such conversion, is denied or, in the depositary’s opinion, is unobtainable; or

— any such approval or license is not obtained within a reasonable period as determined by the depositary.

If any distribution consists of a dividend in preferred ordinary shares or a free distribution of such shares, the depositary may in its discretion, upon prior consultation with and the approval of News Corporation, distribute to the preferred ADR holders entitled to the dividend or distribution additional preferred ADRs representing the aggregate number of preferred ordinary shares received, subject to the terms of the deposit agreement. The depositary must distribute such additional preferred ADRs if News Corporation so requests. In lieu of delivering preferred ADRs for fractional News Corporation preferred ADSs in any such case, the depositary may sell the number of preferred ordinary shares represented by the aggregate of such fractions at

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public or private sale, at such place or places and upon such terms as it may deem proper, and distribute the net proceeds of any such sale, all in the manner and subject to the conditions described in the deposit agreement.

Whenever the depositary or the custodian receives any distribution other than cash or preferred ordinary shares or rights upon any deposited securities, the depositary will, upon consultation with News Corporation, distribute without unreasonable delay to the preferred ADR holders entitled to the distribution such securities or property in any manner that the depositary, after consultation with News Corporation if practicable, may deem equitable and practicable for accomplishing such distribution. If:

• in the depositary’s opinion, such distribution cannot be made to the preferred ADR holders entitled to the distribution; or

• for any other reason (such as any requirement (1) that News Corporation, the depositary or the custodian withhold an amount on account of taxes, or other governmental charges, (2) under any applicable securities or exchange control regulations or law, or (3) that such securities must be registered under the Securities Act or other law in order to be distributed to holders of preferred ADRs), the depositary, after consultation with News Corporation if practicable, deems such distribution to be unfeasible,

the depositary may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper or in accordance with applicable law. The net proceeds of any such sale will be distributed by the depositary to the preferred ADR holders so entitled as in the case of a distribution received in cash.

If News Corporation offers, or causes to be offered, to the holders of any deposited securities any rights to purchase additional preferred ordinary shares or any other rights, such rights shall be made available by the depositary to the preferred ADR holders in such manner as the depositary may determine, either:

• by the issue to the record holders so entitled of warrants or other instruments representing such rights; or

• by such other method as the depositary deems feasible, after consultation with News Corporation,

provided, however, that:

• if at the time of the offering of any rights, the depositary determines that it is unlawful or not feasible to make such rights available to preferred ADR holders by the issue of warrants or otherwise; or

• if the rights, warrants or other instruments are not exercised and appear to be about to lapse,

the depositary in its discretion may, in accordance with applicable law, sell such rights, warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of such sale will be distributed to the extent practicable to the preferred ADR holders so entitled as in the case of a distribution received in cash. Disposal of rights in accordance with this paragraph may reduce the equity interest of the preferred ADR holders in News Corporation.

If registration under the Securities Act of the securities to which any rights relate is required in order for News Corporation to offer such rights to preferred ADR holders and sell the securities represented by such rights, the depositary will not offer such rights to the preferred ADR holders:

• unless and until such a registration statement is in effect; or

• unless the offering and sale of such securities to such preferred ADR holders are exempt from registration under the provisions of the Securities Act.

If such rights are offered, the depositary may dispose of such rights in accordance with the preceding paragraph. News Corporation will, in connection with any offer of such rights, use reasonable efforts to make

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such rights generally transferable or consent to the transfer of such rights by foreign investors not resident in Australia.

Fixing Record Dates

Whenever:

• the depositary receives notice of the fixing of a record date by News Corporation for the determination of holders of News Corporation’s preferred ordinary shares or other deposited securities entitled to receive any cash dividend, cash or non-cash distribution, or any rights to be issued with respect to the preferred ordinary shares or other deposited securities;

• the depositary receives notice of any meeting of holders of the preferred ordinary shares or other deposited securities; or

• upon such other circumstances as are specified in the deposit agreement,

the depositary will, after consultation with News Corporation if practicable, fix a record date (which, where applicable, will be as close as practicable to the date corresponding to the record date fixed by News Corporation in respect of the preferred ordinary shares) for determining the preferred ADR holders who will be entitled to:

• receive such dividend, distribution or rights, or the net proceeds of the sale thereof; or

• to give instructions for the exercise of voting rights at any such meeting or to take such other action.

Subject to the provisions of the deposit agreement, the record preferred ADR holders at the close of business on the record date fixed by the depositary will be entitled to:

• receive the amount distributable by the depositary with respect to such dividend or distribution or rights or the net proceeds of the sale thereof; or

• give voting instructions for the exercise of such voting rights, in proportion to the number of News Corporation preferred ADSs held by them.

Transfer of Preferred ADRs

The preferred ADRs are transferable on the books of the depositary in accordance with the provisions of the deposit agreement. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any preferred ADR, the depositary or a custodian may require:

• payment of a sum sufficient for reimbursement of any tax or other governmental charge and any stock transfer registration fee with respect thereto;

• payment of any applicable fees as provided in the deposit agreement;

• the production of proof satisfactory to it as to the identity and genuineness of any signature; and

• compliance with any laws or governmental regulations and such reasonable regulations, if any, as the depositary may establish consistent with the provisions of the deposit agreement.

The depositary or News Corporation may:

• suspend the delivery of preferred ADRs against deposits of preferred ordinary shares generally;

• suspend the delivery of preferred ADRs against deposits of particular preferred ordinary shares;

• withhold the delivery of preferred ADRs against the deposit of particular preferred ordinary shares;

• refuse the registration of transfer of preferred ADRs in particular instances; or

• suspend the transfer of preferred ADRs generally,

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during any period when the transfer books are closed, or if any such action is deemed necessary or advisable by the depositary or News Corporation at any time or from time to time because of:

• any requirement of law, any government or governmental body, authority or commission or under any provision of the deposit agreement;

• the provisions of or governing deposited securities;

• any meeting of shareholders of News Corporation; or

• any other reason in accordance with the deposit agreement.

Filing Proofs, Certificates and Other Information

Any person presenting preferred ordinary shares for deposit or any preferred ADR holder may be required from time to time to:

• file such proof of citizenship or residence, evidence of the number of preferred ordinary shares beneficially owned and any other matters necessary or appropriate to evidence compliance with applicable laws, the constitution of News Corporation or other matters;

• file such other information including, without limitation:

— taxpayer status;

— exchange control approval; and

— information relating to the registration on the books of News Corporation (or its appointed agent for transfer and registration of preferred ordinary shares);

• execute such certificates; and

• make such representations and warranties,

as the depositary or News Corporation may deem necessary or proper. The depositary may, and will if requested by News Corporation:

• withhold the delivery or registration of transfer of any preferred ADR or the distribution of rights or of the proceeds thereof or the delivery of any such deposited securities; and

• make a reasonable effort to, or refuse to vote the deposited securities of a specified holder in accordance with instructions received from such holder under the amended and restated deposit agreement,

until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

Amendment to the Amended and Restated Deposit Agreement

The form of the preferred ADRs and any provisions of the amended and restated deposit agreement may at any time be amended by written agreement between News Corporation and the depositary.

Any amendment:

• imposing or increasing any fees or charges payable by preferred ADR holders (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses); or

• otherwise prejudicing any substantial existing right of preferred ADR holders,

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shall not take effect as to outstanding preferred ADRs until the expiration of thirty days after notice of such amendment has been given to the record holders of outstanding preferred ADRs. Every preferred ADR holder at the time such amendment so becomes effective will be deemed, by continuing to hold such preferred ADR, to consent and agree to such amendment and to be bound by the deposit agreement as amended thereby.

No amendment may impair the right of any preferred ADR holder to surrender their preferred ADR and receive the underlying deposited securities except as permitted under the deposit agreement.

Termination of the Amended and Restated Deposit Agreement

The depositary will, at the direction of News Corporation, terminate the deposit agreement by mailing notice of such termination to the record preferred ADR holders then outstanding under the deposit agreement, at least thirty (30) days prior to the date fixed in such notice for termination. The depositary may likewise terminate the deposit agreement at any time after sixty days of delivering to News Corporation a written notice of its election to resign, and a successor depositary has not have been appointed and accepted its appointment within such sixty days.

If any preferred ADRs remain outstanding after the date of termination of the deposit agreement, the depositary thereafter shall:

• discontinue the registration of transfer of preferred ADRs;

• suspend the distribution of dividends to the holders of any outstanding preferred ADRs; and

• not give further notices or perform any further acts under the amended and restated deposit agreement, except for:

— the collection of dividends and other distributions pertaining to the deposited securities;

— the sale of rights as provided in the amended and restated deposit agreement; and

— the delivery of the deposited securities, together with any dividends or other distributions received with respect to the deposited securities and the net proceeds of the sale of any rights or other property, in exchange for surrendered preferred ADRs.

At any time after the expiration of six months from the date of termination, the depositary may:

• sell the deposited securities then held at public or private sale, at such place or places as it deems proper, and in accordance with applicable law, and

• thereafter hold uninvested the net proceeds of such sale, together with any cash then held by it under the deposit agreement, in an unsegregated escrow account, without liability for interest, for the pro rata benefit of the outstanding preferred ADR holders.

Notices and Reports

On or before the date that News Corporation gives notice to its shareholders, by publication or otherwise, of:

• any meeting of holders of its preferred ordinary shares or other deposited securities;

• any adjourned meeting of such holders; or

• the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of the deposited securities,

News Corporation will transmit to the depositary and the custodian a copy of such notice in the form given to holders of the preferred ordinary shares or other deposited securities.

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The depositary will, at News Corporation’s expense:

• arrange for the prompt transmittal by the custodian to the depositary of such notices and any other reports and communications which are made generally available by News Corporation to holders of its preferred ordinary shares; and

• arrange for the mailing of copies of such notices, reports and other communications to all preferred ADR holders; or

• at News Corporation’s request, make such notices, reports and other communications available to preferred ADR holders on a basis similar to that for holders of preferred ordinary shares or other deposited securities or on such other basis as News Corporation may advise the depositary may be required by any applicable law or regulation.

The depositary will make available for inspection by preferred ADR holders at its office, any reports and communications received from News Corporation which are both:

• received by the depositary as the holder of the deposited securities; and

• made generally available to the holders of such deposited securities by News Corporation,

and the depositary will furnish such communications and reports to preferred ADR holders upon request of such holders.

Inspection of Transfer Books

The depositary will keep books in the Borough of Manhattan, The City of New York, New York for the registration and transfer of preferred ADRs. These books will at all reasonable times be open for inspection by:

• the preferred ADR holders; and

• News Corporation;

provided that such inspection, to the depositary’s knowledge, shall not be for the purpose of communicating with preferred ADR holders in the interest of a business or object other than:

• the business of News Corporation; or

• a matter related to the amended and restated deposit agreement or preferred ADRs.

The depositary may close the books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties under the amended and restated deposit agreement or at the request of News Corporation.

Charges of Depositary

The depositary will charge:

• the party to whom preferred ADRs are delivered against deposits of stock; and

• the party surrendering preferred ADRs for delivery of stock and other deposited securities,

$5.00 per 100 News Corporation preferred ADSs (or fraction thereof) represented by each preferred ADR delivered or surrendered. News Corporation will pay other charges of the depositary except for:

• stock transfer and other taxes and other governmental charges;

• fees of the depositary for execution, delivery, transfer, combination, split-up or surrender of, and the making of distributions with respect to, preferred ADRs;

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• fees for registration, exchange or transfer of preferred ordinary shares;

• expenses incurred by the depositary in the conversion of foreign currency; and

• such cable, telex or facsimile transmission and delivery charges as are expressly provided in the amended and restated deposit agreement.

Liability of Holders for Taxes or Other Charges

Any tax or other governmental charge or assessment which becomes payable by the depositary with respect to:

• a preferred ADR; or

• any deposited security evidenced by a preferred ADR,

will be payable by such preferred ADR holder or any deposited security represented by a News Corporation preferred ADS. Until such payments are made:

• any transfer of such News Corporation preferred ADS or any split-up or combination or withdrawal of deposited securities represented by the share may be refused;

• any dividends or other distributions may be withheld; and

• any part or all of the deposited securities evidenced by such preferred ADR and not sold may be sold for the account of the holder of such preferred ADR,

and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such tax or other governmental charge. The holder of such preferred ADR remains liable for any deficiency.

Limitation on Liability

The depositary, News Corporation or any of their respective agents will not be liable to the preferred ADR holders if it is prevented or delayed in performing its obligations under the amended and restated deposit agreement by:

• any present or future law;

• any rule or regulation;

• any present or future provision of News Corporation’s constitution; or

• any circumstances beyond its control.

The obligations of the depositary and the custodian under the deposit agreement are expressly limited to performing their respective obligations and duties specified in that agreement in good faith using their best judgment.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax consequences of the acquisition, ownership and disposition by U.S. Holders and Non-U.S. Holders of the BUCS, debentures, BSkyB ordinary shares and News Corporation preferred ADSs. For purposes of this discussion, a “U.S. Holder” means a beneficial owner of a BUCS or a debenture, or a BSkyB ordinary share or News Corporation preferred ADS for which a debenture or BUCS may be exchanged, that is for United States federal income tax purposes a citizen or resident of the United States, a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof, an estate whose income is includable in gross income for United States federal income tax purposes regardless of its source, or a trust whose administration is subject to the primary supervision of a United States court and over which one or more United States persons have the authority to control all substantial decisions of the trust. However, in the case of an estate or trust, the discussion of U.S. Holders applies only to the extent such entity’s income is taxed to the entity or its beneficiaries on a net income basis under United States tax law. A “Non-U.S. Holder” is any individual or entity, other than a partnership for United States federal tax purposes, that is not a U.S. Holder.

If an entity that is treated as a partnership for United States federal tax purposes holds a BUCS, debenture, BSkyB ordinary share or News Corporation preferred ADS, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and upon the activities and organization of the partnership. If you are a partner of such a partnership you are urged to consult your tax advisor.

This discussion does not consider all possible tax consequences of the acquisition, ownership or disposition of the BUCS, debentures, BSkyB ordinary shares or News Corporation preferred ADSs and may not reflect the tax consequences to any particular holder. Unless otherwise stated, this summary deals only with BUCS, debentures, BSkyB ordinary shares or News Corporation preferred ADSs that are held as capital assets (generally, assets held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This summary is based on the Code, the Treasury Regulations thereunder, cases and Internal Revenue Service, or IRS, rulings, all in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. The tax treatment of a holder of the BUCS, debentures, BSkyB ordinary shares or News Corporation preferred ADSs may vary depending upon the holder’s particular situation. This summary does not address all of the tax consequences that may be relevant to holders who may be subject to special tax treatment, such as banks, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, tax-exempt investors, U.S. expatriates, persons that have a functional currency other than the U.S. dollar, or persons that will hold the BUCS as a position in a “straddle,” as part of a “synthetic security” or “hedge,” or as part of a “conversion transaction” or other integrated investment. In addition, this summary does not address any aspects of state, local or non-United States tax laws. Prospective investors are urged to consult their tax advisor as to the particular consequences of acquiring, owning and disposing of the BUCS, debentures, BSkyB ordinary shares and News Corporation preferred ADSs including the application and effect of United States federal, state, local and estate and non-United States tax laws.

Classification of the Debentures

News America has taken the position that the debentures are classified for all United States tax purposes as indebtedness of News America under current law. News America, the trust and each holder (by acceptance of a beneficial ownership interest in the BUCS) agree to treat the debentures as indebtedness for all United States tax purposes. The remainder of this discussion assumes that the debentures will be classified as indebtedness of News America.

Classification of the Trust

In the opinion of Hogan & Hartson L.L.P., tax counsel to News Corporation and the trust, who we refer to as the Company Tax Counsel, under current law and assuming full compliance with the terms of the trust declaration and the indenture (and certain other documents) and based on certain facts and assumptions contained

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in such opinion, the trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation. As a result, for United States federal income tax purposes, each holder of a BUCS will generally be considered the beneficial owner of a pro rata portion of the debentures held by the trust. Each such holder of a BUCS will also be required to include in its gross income interest income or original issue discount with respect to its allocable share of those debentures determined as described below in “—U.S. Holders—Interest Accrual.”

U.S. Holders

Interest Accrual.    For United States federal income tax purposes, the debentures will be subject to Treasury Regulations relating to contingent payment debt instruments (the “Contingent Payment Debt Regulations”). Because a U.S. Holder will be treated as the beneficial owner of a pro rata portion of the debentures held by the trust, under the Contingent Payment Debt Regulations, a U.S. Holder will be required to accrue interest income (in amounts described in the next paragraph) regardless of whether such U.S. Holder uses the cash or accrual method of tax accounting. As a result, a U.S. Holder will be required to include interest in taxable income each year in excess of the regular semi-annual interest payments received in that year.

Under the Contingent Payment Debt Regulations, for each accrual period ending prior to or on the maturity date of the debentures, the amount of interest that accrues, as original issue discount, on a debenture equals the product of (a) the adjusted issue price (as defined below) as of the beginning of the accrual period and (b) the comparable yield (as defined below) adjusted for the length of the accrual period. This amount is ratably allocated to each day in the accrual period and is includable as ordinary interest income by a U.S. Holder for each day in the accrual period on which the U.S. Holder holds the BUCS.

The “adjusted issue price” means the issue price of a debenture, which is $1,000, increased by any interest previously accrued (determined without regard to any adjustments to interest accruals described below) and decreased by the amount of any projected payments (as defined below) with respect to the debenture.

The “comparable yield” means the annual yield we would pay, as of the issue date, on a fixed-rate debt security with no exchange right or other contingent payments but with terms and conditions otherwise comparable to those of the debentures. Amounts treated as interest under the Contingent Payment Debt Regulations are treated as original issue discount for all purposes of the Code.

News America has determined that the comparable yield is 4.85%, compounded semi-annually. Under the Contingent Payment Debt Regulations, News America is required, solely for United States federal income tax purposes, to provide a schedule of the projected amounts of payments, or projected payments, on the debentures. This schedule must produce the comparable yield. Based on our determination of the comparable yield, the schedule of projected payments (assuming a principal amount of US$1,000 and an issue price of US$1,000, and with respect to each integral multiple thereof) consists of (a) a payment of interest equal to US$3.625 on September 15, 2003, (b) payments of interest equal to US$3.75 on each subsequent semi-annual interest payment date (including the maturity date) and (c) a payment of a projected amount at the maturity date of the debentures (excluding the stated semi-annual interest on the debentures payable on such date) equal to US$2,357.23. For United States federal income tax purposes, a U.S. Holder is required to use the comparable yield and the schedule of projected payments in determining its interest accruals and adjustments thereof in respect of the debentures, unless such U.S. Holder timely discloses and justifies the use of other estimates to the IRS.

THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT PROVIDED FOR ANY PURPOSE OTHER THAN THE DETERMINATION OF U.S. HOLDERS’ INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE DEBENTURES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND DO NOT CONSTITUTE A PROJECTION OR REPRESENTATION REGARDING THE ACTUAL AMOUNTS PAYABLE ON THE DEBENTURES.

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Adjustments to Interest Accruals.    If the sum of any actual payments (other than in connection with an unscheduled retirement) received by a U.S. Holder with respect to the debentures during a taxable year (including regular cash dividend amounts, extraordinary distributions, and upon the maturity of the debentures, the fair market value of any BSkyB ordinary shares received by such holder, plus the fair market value of any other property received, plus the amount of cash received) exceeds the total amount of projected payments for that taxable year, the difference will produce a “net positive adjustment” under the Contingent Payment Debt Regulations, which will be treated as additional interest to the holder for the taxable year. For this purpose, the payments in a taxable year include the fair market value of property received with respect to the debentures in that year. If the actual total amount received by the holder in a taxable year is less than the total amount of projected payments to the holder for that taxable year, the difference will produce a “net negative adjustment” under the Contingent Payment Debt Regulations, which will (a) reduce the U.S. Holder’s interest income on the BUCS for that taxable year and (b) to the extent of any excess after the application of (a), give rise to an ordinary loss to the extent of the U.S. Holder’s interest income on the BUCS during prior taxable years (reduced to the extent such interest was offset by prior net negative adjustments).

Purchase for Premium or Discount.    A purchase of the BUCS or debentures by a U.S. Holder will cause the new U.S. Holder to have a basis in the BUCS or the debentures equal to the amount paid for the BUCS or debentures. A U.S. Holder is required to reasonably allocate any difference between the adjusted issue price of the BUCS or debentures and such U.S. Holder’s basis in the BUCS or debentures to daily portions of interest or projected payments over the remaining term of the BUCS or debentures. If such basis in the BUCS or debentures exceeds the BUCS’ or debentures’ adjusted issue price, the amount of the difference allocated to a daily portion of interest or to a projected payment is treated as a negative adjustment on the date the daily portion accrues or the payment is made. On the date of the adjustment, the U.S. Holder’s adjusted basis in the BUCS or debentures is reduced by the amount the U.S. Holder so treats as a negative adjustment. If the new U.S. Holder’s basis in the BUCS or debentures is less than the BUCS’ or debentures’ adjusted issue price, the amount of the difference allocated to a daily portion of interest or to a projected payment is treated as a positive adjustment on the date the daily portion accrues or the payment is made. On the date of the adjustment, the U.S. Holder’s adjusted basis in the BUCS or debentures is increased by the amount the U.S. Holder so treats as a positive adjustment.

Receipt of Debentures Upon Liquidation of the Trust.    Under certain circumstances, debentures may be distributed to holders of the BUCS upon the liquidation of the trust. Under current law, such distributions, for United States federal income tax purposes, would be treated as non-taxable events. Upon liquidation of the trust, the U.S. Holders of BUCS would each have an aggregate tax basis in the debentures distributed to them equal to the aggregate basis of their BUCS. The holding period in the debentures received in liquidation of the trust would include the period during which the BUCS were held by such holder.

Sale or Exchange of the BUCS or Debentures.    Upon the sale, exchange or unscheduled retirement of the BUCS or debentures prior to the maturity date (including, for instance, (a) an exchange at the U.S. Holder’s option for BSkyB ordinary shares and/or cash, (b) a put by a U.S. Holder for BSkyB ordinary shares, News Corporation preferred ADSs and/or cash, and (c) a redemption at News America’s option for BSkyB ordinary shares and/or cash), the U.S. Holder will recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s adjusted basis. A U.S. Holder will be treated as receiving an amount equal to the fair market value of any BSkyB ordinary shares or News Corporation preferred ADSs received, plus the fair market value of any other property received, plus the amount of any cash received. The adjusted basis will be the U.S. Holder’s original basis in the BUCS or debentures, increased by the interest income previously included by the U.S. Holder with respect to the BUCS or debentures (determined without regard to any adjustments to interest accruals described in the second preceding paragraph) and decreased by the projected amount of all prior payments with respect to the BUCS or debentures. Any gain upon sale, exchange or unscheduled retirement of the BUCS or debentures will be ordinary interest income; any loss will be ordinary loss to the extent of the interest previously included in income by the U.S. Holder with respect to the BUCS or debentures, and thereafter, capital loss. The distinction between capital loss and ordinary loss is potentially significant in several respects. For example, limitations apply to a U.S. Holder’s ability to offset capital losses against ordinary income.

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Distributions on BSkyB Ordinary Shares or News Corporation Preferred ADSs.    The gross amount of any distribution made by BSkyB or News Corporation to a U.S. Holder with respect to any BSkyB ordinary shares or News Corporation preferred ADSs held by the U.S. Holder generally will be includable in the income of the U.S. Holder as dividend income to the extent that such distribution is paid out of BSkyB’s or News Corporation’s current or accumulated earnings and profits as determined under United States federal income tax principles. Dividends will generally constitute foreign source “passive” income for foreign tax credit purposes. The dividend income generally will not be eligible for the dividends received deduction allowed to corporations. If the amount of any distribution exceeds BSkyB’s or News Corporation’s current and accumulated earnings and profits as so computed, such excess first will be treated as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in its BSkyB ordinary shares or News Corporation preferred ADSs, and thereafter as gain from the sale or exchange of property. Under recently enacted legislation, which is generally effective for tax years beginning after December 31, 2002 through tax years beginning on or before December 31, 2008, dividend income received by an individual from a corporation organized in the United States or from a “qualified foreign corporation” is eligible for taxation at the lower rates imposed on long-term capital gains recognized by individuals. A non-U.S. corporation is a “qualified foreign corporation” if (i) it is eligible for benefits under a comprehensive U.S. income tax treaty determined to be satisfactory to the United States Department of the Treasury or (ii) its stock with respect to which the dividend is paid is readily tradeable on an established securities market in the United States. The Conference Report with respect to this legislation states that until the United States Department of the Treasury identifies satisfactory treaties for this purpose, a non-U.S. corporation will be considered to be a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the United States that includes an exchange of information program (which would include both the United States-Australia treaty and the United States-United Kingdom treaty currently in effect). The Conference Report further states that a share of a non-U.S. corporation’s stock is treated as readily tradeable on an established securities market in the United States if an American Depositary Receipt (which would represent a News Corporation Preferred ADS) backed by such share is so traded.

The amount of any dividend paid in non-United States currency will be equal to the United States dollar value of such currency on the date the dividend is included in income, regardless of whether the payment is in fact converted into United States dollars. A U.S. Holder will generally be required to recognize foreign currency gain or loss when such United States Holder sells or disposes of non-United States currency. A U.S. Holder may also be required to recognize foreign currency gain or loss upon receipt of a refund under an applicable treaty of tax withheld in excess of the treaty rate. This foreign currency gain or loss will generally be treated as U.S. source ordinary income or loss.

Any non-United States withholding tax with respect to a dividend may be used as a credit against a U.S. Holder’s United States federal income tax liability, subject to certain conditions and limitations.

Disposition of BSkyB Ordinary Shares or News Corporation Preferred ADSs.    A U.S. Holder generally will recognize capital gain or loss for United States federal income tax purposes on the sale, exchange or other disposition of BSkyB ordinary shares or News Corporation preferred ADSs held by the U.S. Holder in an amount equal to the difference between the amount realized on the sale or other disposition and the U.S. Holder’s tax basis in the BSkyB ordinary shares or News Corporation preferred ADSs. Any such gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the shares or ADSs for more than one year. A U.S. Holder that received BSkyB ordinary shares or News Corporation preferred ADSs in an exchange or other disposition of a BUCS will have a basis in those BSkyB ordinary shares or News Corporation preferred ADSs equal to the fair market value of the shares or ADSs on the date of such disposition of the BUCS. The U.S. Holder’s holding period in the BSkyB ordinary shares or News Corporation preferred ADSs will begin the day after such disposition of the BUCS.

United States Passive Foreign Investment Company Rules.    Each of BSkyB and News Corporation believes that it will not be treated as a passive foreign investment company, or PFIC, for United States federal income tax purposes for the current taxable year or for any future taxable year. However, an actual determination

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of PFIC status is factual and cannot be made until the close of the applicable taxable year. BSkyB or News Corporation will be a PFIC for any taxable year in which either (i) 75% or more of its gross income is passive income or (ii) its assets that produce passive income or that are held for the production of passive income amount to at least 50% of the value of its total assets on average. For purposes of this test, the applicable company will be treated as directly owning its proportionate share of the assets, and directly receiving its proportionate share of the gross income, of each corporation in which it owns, directly or indirectly, at least 25% of the value of the shares of such corporation. If BSkyB or News Corporation were to become a PFIC, the United States federal income tax applicable to distributions on BSkyB ordinary shares or News Corporation preferred ADSs, as the case may be, and any gains a U.S. Holder recognizes on disposition of such shares, may be less favorable to such U.S. Holder. Accordingly, each U.S. Holder should consult with its own professional tax advisor regarding the PFIC rules.

Backup Withholding and Information Reporting.    Interest payments on the debentures and proceeds from the sale, exchange or other disposition of the BUCS, debentures, or BSkyB ordinary shares or News Corporation preferred ADSs received in exchange therefor, may be subject to information reporting to the IRS and possible United States backup withholding. United States federal backup withholding generally is imposed on specified payments to persons that fail to furnish required information. The rate of backup withholding will be 30% in 2003, 29% in 2004 and 2005, and 28% in 2006 through 2010. Backup withholding will generally not apply to a holder who furnishes a correct taxpayer identification number or certificate of non-United States status and makes any other required certification, or who is otherwise exempt from backup withholding. Any U.S. Holder required to establish exempt status generally must file Internal Revenue Service Form W-9, Request for Taxpayer Identification Number and Certification. Recently finalized Treasury Regulations have generally expanded the circumstances under which information reporting and backup withholding may apply.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s United States federal income tax liability. A U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing required information.

Non-U.S. Holders

Interest Accrual.    The payment or accrual of principal and interest (including original issue discount) on a BUCS or debenture by News America or any of its paying agents to any Non-U.S. Holder will not be subject to United States federal withholding tax, provided that (1) the Non-U.S. Holder does not actually or constructively (including through ownership of News Corporation preferred ordinary shares or preferred ADSs) own ten percent or more of the total combined voting power of all classes of stock of News America entitled to vote, (2) the Non-U.S. Holder is not a controlled foreign corporation that is related to News America through actual or constructive stock ownership, (3) the BSkyB ordinary shares and News Corporation preferred ADSs continue to be actively traded within the meaning of Section 871(h)(4)(c)(v)(I) of the Code (which for these purposes and subject to certain exceptions, includes trading on Nasdaq) and (4) the beneficial owner of the debentures certifies by providing a Form W-8BEN, or appropriate substitute form, to News America or its agent (provided that if the BUCS are held through a financial institution or other agent acting on the behalf of the Non-U.S. Holder, the Non-U.S. Holder generally will be required to provide appropriate documentation to the agent and the agent will then be required to provide certification to News America or its paying agent, either directly or through other intermediaries).

Notwithstanding the above, a Non-U.S. Holder that is engaged in the conduct of a United States trade or business will be subject to (i) United States federal income tax on interest that is effectively connected with the conduct of such trade or business, or, if a tax treaty applies, attributable to a United States permanent establishment maintained by such Non-U.S. Holder and (ii) if the Non-U.S. Holder is a corporation, a United States branch profits tax equal to 30% of its “effectively connected earnings and profits” as adjusted for the taxable year, unless the holder qualifies for an exemption from such tax or a lower tax rate under an applicable treaty.

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Receipt of Debentures Upon Liquidation of the Trust.    Under certain circumstances, debentures may be distributed to holders of the BUCS upon liquidation of the trust. In such a case, a Non-U.S. Holder will have the same United States federal income tax consequences as a U.S. Holder, which are described above under “U.S. Holders—Receipt of Debentures Upon Liquidation of the Trust.”

Sale or Exchange of the BUCS or Debentures.    A Non-U.S. Holder will generally not be subject to United States federal income or withholding tax on any gain realized in connection with the sale, exchange or retirement of a BUCS or debenture, unless (i) the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition and who has a tax home or an office or fixed place of business in the United States to which the gain is attributable or (ii) the gain is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States, or, if a tax treaty applies, attributable to a United States permanent establishment maintained by such Non-U.S. Holder.

Federal Estate Tax.    BUCS held by an individual who at the time of death is not a citizen or resident of the United States will not be subject to United States federal estate tax as a result of such individual’s death if the individual does not actually or constructively own 10 percent or more of the total combined voting power of all classes of stock of News America entitled to vote and, at the time of the individual’s death, if payments with respect to such BUCS would not have been effectively connected with the conduct by such individual of a trade or business in the United States.

Distributions on and Disposition of BSkyB Ordinary Shares of News Corporation Preferred ADSs.    A Non-U.S. Holder of BSkyB ordinary shares or News Corporation preferred ADSs received in exchange for BUCS or debentures will generally not be subject to United States income or withholding tax on distributions with respect to such shares or ADSs. Such Non-U.S. Holder will generally not be subject to United States income or withholding tax on gain realized on the sale, exchange or other disposition of such shares or ADSs, unless (i) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and who has a tax home or an office or fixed place of business in the United States to which the gain is attributable or (ii) the gain is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States, or, if a tax treaty applies, attributable to a United States permanent establishment maintained by such Non-U.S. Holder.

Backup Withholding and Information Reporting.    Interest payments on the BUCS or debentures and proceeds from the sale, exchange or other disposition of the BUCS or debentures, or BSkyB ordinary shares or News Corporation preferred ADSs received in exchange therefor, may be subject to information reporting to the IRS and possibly to United States backup withholding. United States federal backup withholding generally is imposed on specified payments to persons that fail to furnish required information at a rate of 28%. Backup withholding will generally not apply to a Non-U.S. Holder that furnishes a correct taxpayer identification number or certificate of non-United States status and makes any other required certification, or that is otherwise exempt from backup withholding (provided that the applicable payor or its agent does not have actual knowledge that the payee is a United States person).

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a Non-U.S. Holder’s United States federal income tax liability. A Non-U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing required information.

Additional Amounts

All payments made by News Corporation or a subsidiary guarantor, other than a subsidiary guarantor that is organized in or whose residence is the United States, with respect to the guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia or any political subdivision thereof or

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any authority therein or thereof, or the country of residence of News Corporation or any subsidiary guarantor other than a subsidiary guarantor that is organized in or whose residence is the United States or any political subdivision thereof, having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is then required by law. In the event that Australia or any political subdivision thereof or any authority therein, or the country of residence of News Corporation or any subsidiary guarantor other than a subsidiary guarantor that is organized in or whose residence is the United States or any political subdivision thereof, imposes any such withholding tax deductions on (i) any payments made by News Corporation or a subsidiary guarantor with respect to the guarantees or (ii) any net proceeds on the sale to or exchange with News Corporation or any subsidiary guarantor of the debentures, News Corporation or such subsidiary guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments or sale or exchange in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable with respect to any debentures held by or on behalf of a holder who is liable for such taxes, duties, assessments or governmental charges in respect of such debentures by reason of being a citizen or resident of, or carrying on a business in, Australia or any political subdivision thereof or any authority therein, or the country of residence of News Corporation or any subsidiary guarantor. In the case of net proceeds from the sale or exchange of debentures, the Additional Amounts shall not exceed the Additional Amounts that would have been payable if the debentures had been redeemed for their principal amount plus accrued but unpaid interest at the time of such sale of exchange. The indenture provides that in certain circumstances News America will have the opportunity to optionally redeem all of the debentures upon the operation of this provision and, as a result of any such redemption, the trust will have the obligation to redeem all of the BUCS. Notwithstanding the foregoing, News Corporation or a subsidiary guarantor making a payment on the debentures pursuant to the guarantees shall not be required to pay any Additional Amounts if (i) News Corporation or such subsidiary guarantor provides the beneficial holder of a debenture with (A) written notice in advance of making such payment and (B) the appropriate forms or instructions necessary to enable such beneficial holder to certify, document or claim the availability of an exemption from, or reduction of, the withholding or deduction of such taxes under applicable law, and (ii) the obligation to pay such Additional Amounts would not have arisen but for the failure of such beneficial holder to (A) duly complete such forms or respond to such instructions or make such claim without undue delay or (B) provide to News Corporation or such subsidiary guarantor or relevant taxing authority such duly completed forms or responses to instructions.

108

CERTAIN U.K. TAX CONSEQUENCES

Sale of BUCS and Debentures

No U.K. stamp duty reserve tax will be payable in relation to an agreement to transfer BUCS or debentures and no U.K. stamp duty will be payable in relation to any disposal of BUCS or debentures which is effected without any instrument of transfer.

Sale of BSkyB Ordinary Shares

If a holder of a BUCS or debenture receives BSkyB ordinary shares in exchange for such BUCS or debenture, any instrument transferring BSkyB ordinary shares on the sale of such BSkyB ordinary shares will be stampable at 0.5% of the consideration. Any agreement to transfer BSkyB ordinary shares will be subject to stamp duty reserve tax at 0.5% of the consideration. Failure to pay any stamp duty on transfer of the BSkyB ordinary shares may result in a liability to pay interest and penalties, although timely payment of stamp duty will cancel any stamp duty reserve tax payable.

There will be no charge to stamp duty or stamp duty reserve tax in the United Kingdom on any transfer or agreement to transfer BSkyB ordinary shares represented by BSkyB ADRs.

109

SELLING SECURITY HOLDERS

All of the BUCS being offered hereby are being offered for the accounts of the selling security holders. The BUCS were originally issued by us and sold by the initial purchasers of the BUCS, in a transaction exempt from the registration requirements of the Securities Act. The selling security holders may from time to time offer and sell pursuant to this prospectus any or all of the BUCS listed below in such amounts as they, in their sole discretion, determine. When we refer to the “selling security holders” in this prospectus, we mean the holders referred to in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling security holders’ interests. Neither the filing with the Commission of the registration statement of which this prospectus forms a part nor the distribution of this prospectus necessarily means that any or all of the BUCS being offered for the accounts of the selling security holders are being offered for sale at any given time.

The table below sets forth the name of each selling security holder, the original liquidation preference of BUCS owned and the original liquidation preference of BUCS registered by each selling security holder in this prospectus that each selling security holder may offer pursuant to this prospectus.

We have prepared the table below based on information given to us by the selling security holders prior to the effective date of the registration statement of which this prospectus forms a part; however, any or all of the BUCS listed below and the offered securities for which such BUCS (or the debentures) are exchangeable or redeemable (or which may be distributed to the holders of the BUCS) may be offered for sale pursuant to this prospectus by the selling security holders from time to time, including selling security holders that, after the effective date of the registration statement, acquire any of the BUCS held by the selling security holders listed in the table below. Accordingly, no estimate can be given as to the amounts of BUCS or other offered securities that will be held by the selling security holders upon consummation of any such sales. In addition, the information relating to ownership of BUCS by the selling security holders listed in the table below may have changed as a result of the acquisition, sale or transfer, in transactions exempt from the registration requirements of the Securities Act, of some or all of their BUCS since the date as of which the information in the table is presented.

Information about selling security holders may change over time. Any changed information supplied to us will be set forth in prospectus supplements or post-effective amendments, as may be appropriate. From time to time, additional information concerning ownership of the BUCS may rest with certain holders thereof not named in the table below and of whom we are unaware.

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold		Percentage of BUCS Outstanding	Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
AAM/Zazove International Convertible Fund L.P. 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	$	400,000	*	0	30,836
ACIG Insurance Company 940 Southwood Boulevard, Number 200 Incline Village, NV 89451		300,000	*	0	23,127
AIG DKR SoundShore Oasis Holding Fund Ltd. c/o DKR Capital Partners LP 1281 East Main Street Stamford, CT 06902		9,600,000	*	0	740,064
AIG DKR SoundShore Overseas Oasis Holding Fund Ltd. c/o DKR Capital Partners LP 1281 East Main Street Stamford, CT 06902		4,900,000	*	0	377,741

110

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding	Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
AIG DKR SoundShore Strategic Holding Fund Ltd. c/o DKR Capital Partners LP 1281 East Main Street Stamford, CT 06902	3,400,000	*	0	262,106
AIG DKR SoundShore Overseas Holding Fund Ltd. c/o DKR Capital Partners LP 1281 East Main Street Stamford, CT 06902	4,100,000	*	0	316,069
Alcon 401(k) Retirement Plan 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	1,100,000	*	0	84,799
American Fidelity Assurance Company 2000 Classen Center Oklahoma City, OK 73106	260,000	*	0	20,043
American Founders Life Ins. Co. 8395 Keystone Crossing Indianapolis, IN 46240	400,000	*	0	30,836
American Pioneer Life Ins. Co. of New York 6 International Drive Rye Brook, NY 10573-1068	90,000	*	0	6,938
American Progressive Life & Health 6 International Drive Rye Brook, NY 10573-1068	90,000	*	0	6,938
American Public Entity Excess Pool 29621 Northwestern Highway Southfield, MI 48034	90,000	*	0	6,938
Auspicis Ltd. c/o Jefferies Asset Management Ltd. Uraniastrasse 12 CH-8023 Zurich, Switzerland	200,000	*	0	15,418
Bank Austria Cayman Islands, Ltd c/o Remius Capital Group, LLC 666 Third Avenue, 26th Floor New York, NY 10017	2,500,000	*	0	192,725
Bank Austria C29—BA 510-452448 Obere Donacsterasse 19 1090 Vienna, Austria	150,000	*	0	11,564
Barclays Global Investors c/o Forest Investment Management LLC 53 Forest Avenue Old Greenwich, CT 06870	350,000	*	0	26,982

111

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Barep Convertible Arbitrage c/o Barep Asset Management 3 Rue Lafayette 750009 Paris, France	28,000,000	2	%	0	2,158,520
Barep Convertible Arbitrage Enhanced c/o Barep Asset Management 3 Rue Lafayette 750009 Paris, France	9,000,000	*		0	693,810
Beamtenversicherungskasse des Kantons Zurich c/o State Street Switzerland Kassernen Str. 1 CH-8004 Zurich, Switzerland	3,900,000	*		0	300,651
Bernische Lehrerversicherungskasse c/o CSAM P.O. Box 800 CH-8070 Zurich, Switzerland	450,000	*		0	34,691
Buckeye State Mutual Ins. Co 1 Heritage Place Piqua, OH 45356	30,000	*		0	2,313
CALAMOS Convertible Fund—CALAMOS Investment Trust c/o CALAMOS Investments 1111 E. Warrenville Road Naperville, IL 60563	11,500,000	*		0	886,535
CALAMOS Global Convertible Fund—CALAMOS Investment Trust c/o CALAMOS Investments 1111 E. Warrenville Road Naperville, IL 60563	700,000	*		0	53,963
CALAMOS Group Trust—International Fund c/o CALAMOS Investments 1111 E. Warrenville Road Naperville, IL 60563	1,700,000	*		0	131,053
Catholic Family Life Ins. 1572 E. Capital Drive Milwaukee, WI 53211-0563	340,000	*		0	26,211
Catholic Relief Insurance Company of America 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	600,000	*		0	46,254
Celina Mutual Ins. Co. 1 Insurance Square Celina, OH 45822-1690	40,000	*		0	3,084

112

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Century National Insurance Co. 12200 Sylvan St. North Hollywood, CA 91606	1,000,000	*		0	77,090
Cheyne Fund LP 13 Park Place London, England SW1A1LP	1,980,000	*		0	152,638
Cheyne Leveraged Fund LP 13 Park Place London, England SW1A1LP	1,195,000	*		0	85,878
CI Global Convertible Capital Invest Obere Donacsterasse 19 1090 Vienna, Austria	350,000	*		0	26,982
CIP Limited Duration Company 1 Cabot Square London, England E144QJ	238,000	*		0	18,347
Citigroup Global Markets U.K. Equity Limited Citigroup Centre, Canada Square Canary Wharf London, England E145LB	30,000,000	2	%	0	2,312,700
Citigroup Global Markets Limited Citigroup Centre, Canada Square Canary Wharf London, England E145LB	37,515,000	2	%	0	2,892,031
Colonial Lloyds Insurance Co 2600 W. Freeway Fort Worth, TX 76102	20,000	*		0	1,542
Commerzbank AG Frankfurt Shearbourne House 119-121 Cannon Street London, England EC3V0HR	5,750,000	*		0	443,268
Commerzbank AG Frankfurt 119-121 Cannon Street London, England EC3V0HR	250,000	*		0	19,273
Commonwealth Dealers 8001 W. Broad Street Richmond, VA 23294	200,000	*		0	15,418
Concord Life Ins. Co. 307 N. Michigan Ave. Chicago, IL 60601	200,000	*		0	15,418

113

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
CQS Convertible & Quantitative Strategies Masterfund Ltd. P.O. Box 309 Ugland House South Church Street Georgetown, Grand Cayman	21,000,000	1	%	20,404	1,618,890
Credit Suisse First Boston Europe Limited 1 Cabot Square London, England E144QJ	30,500,000	2	%	0	2,351,245
CSA Fraternal Life Ins. Co. 122 W. 22nd St. Oakbrook, IL 60521	140,000	*		0	10,793
CS Alternative Strategy Limited 13 Park Place London, England SW1A1LP	68,000	*		0	5,242
Cumberland Ins. Co. 633 Shiloh Pike Bridgeton, NJ 08302	180,000	*		0	13,876
Cumberland Mutual Fire Ins. Co. 633 Shiloh Pike Bridgeton, NJ 08302	750,000	*		0	57,818
DBAG London 31 West 52nd Street, 4th Floor New York, NY 10019	10,000,000	*		0	770,900
Educators Mutual Life Ins. 202 N. Price Street Lancaster, PA 17603	180,000	*		0	13,876
Employee’s Retirement of N.O. Sewer/Water Board 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	650,000	*		0	50,109
Field Holdings, Inc. 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	70,000	*		0	5,396
First Dakota Indemnity Co. 3900 W. 53rd St. Sioux Falls, SD 57109-1008	20,000	*		0	1,542
Forest Fulcrom Fund LLP 53 Forest Avenue Old Greenwich, CT 06870	1,370,000	*		0	105,613

114

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Forest Global Convertible Fund 53 Forest Avenue Old Greenwich, CT 06870	5,585,000	*		0	430,548
Forest Multi-Strategy Master Fund on behalf of its Multi-Strategy Segregated Portfolio Series F 53 Forest Avenue Old Greenwich, CT 06870	2,070,000	*		0	159,576
Founders Insurance Company 1645 E. Birchwood Desplaines, IL 60018	50,000	*		0	3,855
Gaia Offshore Master Fund Ltd. 750 Lexington Avenue New York, NY 10022	8,000,000	*		0	616,720
Gemini Sammel Stiftung Zur Foderung der Personalvorsorge c/o Pictet & Cie 29 Boulevard Georges-Favon CH-1204 Geneva, Switzerland	400,000	*		0	30,836
GLG Global Convertible Ucits Fund c/o GLG Partners One Curzon St. London, England W1JSHB	2,150,000	*		0	165,744
GLG Global Convertible Fund c/o GLG Partners One Curzon St. London, England W1JSHB	7,350,000	*		0	566,612
GLG Market Neutral Fund c/o GLG Partners One Curzon St. London, England W1JSHB	27,500,000	2	%	0	2,119,975
Goodville Mutual Casualty 625 W. Main New Holland, PA 17557	150,000	*		0	11,564
Grange Mutual Casualty Ins. Co. 650 S. Front Street Columbus, OH 43216-1218	320,000	*		0	24,669
Guarantee Trust Life Ins. 1275 Milwaukee Glenview, IL 60025	1,100,000	*		0	84,799
Hamilton Multi Strategy Master Fund, LP 415 Madison Avenue, 19th Floor New York, NY 10017	15,000,000	*		0	1,156,350

115

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Hannover Life Reassurance Company of America 800 N. Magnolia Orlando, FL 32803	650,000	*		0	50,109
HBK Master Fund L.P. c/o HBK Investment L.P. 300 Crescent Ct., #700 Dallas, TX 75201	368,000,000	22	%	0	28,369,120
HFR Ed Global Master Trust Co. c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	481,000	*		0	37,080
Indiana Lumbermens Mutual Insurance Company P.O. Box 68600 Indianapolis, IN 46268	500,000	*		0	38,545
Integrity Mutual Ins. Co. P.O. Box 539 Appleton, WI 54912-0539	250,000	*		0	19,273
ISBA Mutual Ins. Co. 223 W. Ohio Street Chicago, IL 60610-9003	130,000	*		0	10,022
Jefferies Umbrella Fund Global Convertible Bond c/o Jefferies Asset Management Ltd. Uraniastrasse 12 CH-8023 Zurich, Switzerland	940,000	*		0	72,465
JMG Capital Partners LP 199 Avenue of the Stars, Suite 2530 Los Angeles, CA 90067	7,500,000	*		0	578,175
JMG Convertible Investments, LP 199 Avenue of the Stars, Suite 2530 Los Angeles, CA 90067	17,000,000	1	%	0	1,310,530
JMG Triton Offshore Fund, Ltd. 199 Avenue of the Stars, Suite 2530 Los Angeles, CA 90067	34,500,000	2	%	0	2,659,605
Koch Industries Inc. Master Pension Trust 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	400,000	*		0	30,836
Lincoln Memorial Life Ins Co 805 Las Cinas Parkway Austin, TX 78746	200,000	*		0	15,418

116

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding	Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Lyxor Master Fund c/o Forest Investment Management LLC 53 Forest Avenue Old Greenwich, CT 06870	1,950,000	*	0	150,326
Main Street America Assurance Co. 55 West Street P.O. Box 2400 Keene, NH 03431-7000	600,000	*	0	46,254
Main Street America Financial 55 West Street P.O. Box 2400 Keene, NH 03431-7000	80,000	*	0	6,167
Main Street America Holdings 55 West Street P.O. Box 2400 Keene, NH 03431-7000	530,000	*	0	40,858
Marquette Indemnity and Life Ins Co. 1000 Des Pares Road Des Pares, MO 63131-2041	60,000	*	0	4,625
Medico Life Ins. Company 1515 S. 75th Street Omaha, NE 68124	900,000	*	0	69,381
Medmarc Insurance Company 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	650,000	*	0	50,109
Michigan Mutual Insurance Company 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	1,300,000	*	0	100,217
Michigan Professional Insurance Exchange 21 Michigan Avenue, NE Suite 375 Grand Rapids, MI 49503	90,000	*	0	6,938
Mid America Life Insurance Co. 11808 Grant Omaha, NE 68164	70,000	*	0	5,396
Mid-State Surety Co. 3400 E. La Fayette Detroit, MI 48207	40,000	*	0	3,084
National Grange Mutual Insurance Co. 55 West Street P.O. Box 2400 Keene, NH 03431-7000	700,000	*	0	53,963

117

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
National Mutual Insurance Co. 1 Insurance Square Celina, OH 45822-1690	40,000	*		0	3,084
National Union Fire Insurance Company of Pittsburgh, PA c/o AIG Global Investment Corp. 175 Water Street, 24th Floor New York, NY 10041	2,900,000	*		0	223,561
NCMIC 1452 29th Street, Suite 200 West Des Moines, IA 50266-1307	1,050,000	*		0	80,945
New Era Life Insurance Co. 200 Westlake Park Boulevard Houston, TX 77079	290,000	*		0	22,356
Nomura International plc 1 St. Martins De Grand London, England EC1AXNP	143,000,000	9	%	0	11,023,870
Oklahoma Attorney Mutual Insurance 401 N. Hudson Oklahoma City, OK 73102	40,000	*		0	3,084
Pensionskasse der Antalis AG c/o Bank Julius Baer & Co. Ltd. P.O. Box CH-8010 Zurich, Switzerland	60,000	*		0	4,625
Pensionskasse der EMS-Dottikon AG c/o Bank Julius Baer & Co. Ltd. P.O. Box CH-8010 Zurich, Switzerland	110,000	*		0	8,480
Pensionskasse der EMS-Chemie AG c/o Bank Julius Baer & Co. Ltd. P.O. Box CH-8010 Zurich, Switzerland	70,000	*		0	5,396
Pensionskasse der Lonza AG c/o Bank Julius Baer & Co. Ltd. P.O. Box CH-8010 Zurich, Switzerland	140,000	*		0	10,793
Pensionskasse der Pluss-Staufer AG c/o ZKB P.O. Box CH-8010 Zurich, Switzerland	60,000	*		0	4,625

118

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding	Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Pensionskasse der Rockwell Automation AG c/o Bank Julius Baer & Co. Ltd. P.O. Box CH-8010 Zurich, Switzerland	80,000	*	0	6,167
Pensionskasse Vantico c/o Bank Julius Baer & Co. Ltd. P.O. Box CH-8010 Zurich, Switzerland	100,000	*	0	7,709
Personal Fursorgestiftung Der Gebaudeversicherung c/o Berner Kantonalbank Bundesplatz 8 CH-3001 Bern, Switzerland	230,000	*	0	17,731
Personalvorsorge Der PV-Promea c/o Bank Leu Ltd. P.O. Box CH-8022 Zurich, Switzerland	140,000	*	0	10,793
Philanthropic Mutual Life Insurance Co. 401 Plymouth Road, Suite 100 Plymouth Meeting, PA 19462	80,000	*	0	6,167
The Philanthropic Mutual Life Ins. Co.—Pension 401 Plymouth Road, Suite 100 Plymouth Meeting, PA 19462	160,000	*	0	12,334
PIMCO European Convertible Bond Fund 1400 Newport Center Drive Newport Beach, CA 92660	660,000	*	0	50,879
Premera Blue Cross 7001 220th Street, SW P.O. Box 327 Mount Lake Terrace, WA 98043	2,300,000	*	0	177,307
PSAM Allegro Partners LP c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	608,000	*	0	46,871
PSAM GPS Fund Ltd c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	300,000	*	0	23,127
PSAM Panorama Fund Ltd c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	2,819,000	*	0	217,317

119

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
PSAM Worldarb Fund Ltd c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	380,000	*		0	29,294
Quattro Fund Ltd Quattro Global Capital, LLC 546 Fifth Avenue, 19th Floor New York, NY 10036	4,700,000	*		0	362,323
Quincy Mutual Fire Insurance Co. 57 Washington Street Quincy, MA 02169	900,000	*		0	69,381
Ramius Master Fund, LTD c/o Ramius Capital Group, LLC 666 Third Avenue, 26th Floor New York, NY 10017	3,000,000	*		0	231,270
Ramius Partners II, LP c/o Ramius Capital Group, LLC 666 Third Avenue, 26th Floor New York, NY 10017	1,000,000	*		0	77,090
RCG Halifax Master Fund, LTD c/o Ramius Capital Group, LLC 666 Third Avenue, 26th Floor New York, NY 10017	500,000	*		0	38,545
RCG Latitude Master Fund, LTD c/o Ramius Capital Group, LLC 666 Third Avenue, 26th Floor New York, NY 10017	2,500,000	*		0	192,725
RCG MultiStrategy Master Fund, LTD c/o Ramius Capital Group, LLC 666 Third Avenue, 26th Floor New York, NY 10017	500,000	*		0	38,545
Relay II Asset Holding c/o Forest Investment Management LLC 53 Forest Avenue Old Greenwich, CT 06870	200,000	*		0	15,418
Republic Mutual Insurance Co. 1 Insurance Square Celina, OH 45822-1690	20,000	*		0	1,542
Salomon Brothers Asset Management Inc. 100 First Stamford Place, 2nd Floor Stamford, CT 06902	21,000,000	1	%	0	1,618,890

120

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
San Diego County Employee Retirement Association 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	2,000,000	*		0	154,180
San Francisco Employee’s Retirement System 940 Southwood Boulevard, Number 200 Incline Village, NV 89451	2,500,000	*		0	192,725
Scor Life Re Convertible Program 15305 Dallas Parkway, Suite 700 Addison, TX 75001	350,000	*		0	26,982
South Dakota Retirement System 4009 W. 49th Street, Suite 300 Sioux Falls, SD 57106	7,000,000	*		0	539,630
Spartan Partners LP c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	785,000	*		0	60,516
Sphinx Convertible Arbitrage Fund c/o Forest Investment Management LLC 53 Forest Avenue Old Greenwich, CT 06870	125,000	*		0	9,636
St. Albans Partners Ltd. 2049 Century Park East, #330 Los Angeles, CA 90067	11,000,000	*		0	847,990
Standard Mutual Insurance Co 1028 S. Grand Avenue West Springfield, IL 62704	190,000	*		0	14,147
State National Insurance Co. 8220 Anderson Boulevard Fort Worth, TX 76120	100,000	*		0	7,709
Susquehanna Ireland Limited 4th Floor George’s Dock House, IFSC Dublin 1, Ireland	18,500,000	1	%	0	1,426,165
TQA Master Fund, Ltd. 405 Lexington Avenue New York, NY 10174	13,600,000	*		0	1,048,424
TQA Master Plus Fund, Ltd. 405 Lexington Avenue New York, NY 10174	6,900,000	*		0	531,921
Tuscarora Wayne Mutual Insurance Co. P.O. Box 7 601 State Street Wyalusing, PA 18853-0007	80,000	*		0	6,167

121

Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold	Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
UBS AG London 100 Liverpool Street London, England EC2M2RH	39,500,000	2	%	0	3,045,055
UBS O’Connor LLC f/b/o O’Connor Global Convertible Arbitrage Master Ltd One North Wacker Drive, Floor 32 Chicago, IL 60606	5,000,000	*		0	385,450
UBS O’Connor LLC f/b/o O’Connor Global Convertible Portfolio One North Wacker Drive, Floor 32 Chicago, IL 60606	350,000	*		0	26,982
United National Insurance Co. 3 Bala Plaza East Suite 300 Bala Cynwyd, PA 19004	800,000	*		0	61,672
Westbay International Corp. c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	451,000	*		0	34,768
Westward Life Insurance Co. 4040 Paramont Boulevard P.O. Box 6025 Lakewood, CA 90714-6025	110,000	*		0	8,480
Wisconsin Lawyers Mutual Insurance Co. 49 Kessle Court Madison, WI 53711	220,000	*		0	16,960
Wisconsin Mutual Insurance Co. 8201 Excelsior Drive Madison, WI 53711	130,000	*		0	10,022
World Insurance Co. 1108 Grant Omaha, NE 68164	440,000	*		0	33,920
Xavex Convertible Arbitrage 4 Fund c/o Forest Investment Management LLC 53 Forest Avenue Old Greenwich, CT 06870	160,000	*		0	12,334
Xavex Risk Arbitrage 5 Fund c/o P. Schoenfeld Asset Mgt LLC 1330 Avenue of the Americas New York, NY 10019	176,000	*		0	13,568

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Name and Address of Selling Security Holder	Aggregate Principal Amount At Maturity of BUCS That May Be Sold		Percentage of BUCS Outstanding		Number of BSkyB Ordinary Shares Owned Prior to Exchange	Number of BSkyB Ordinary Shares Registered Hereby (1)
Zazove Convertible Securities Fund Inc. 940 Southwood Boulevard, Number 200 Incline Village, NV 89451		800,000	*		0	61,672
Zazove Income Fund L.P. 940 Southwood Boulevard, Number 200 Incline Village, NV 89451		2,000,000	*		0	154,180
Zuger Kantonalbank Banrerstr St. CH-6301 Zug, Switzerland		70,000	*		0	5,396
Zuger Kulturstiftung Landis & Gyr Zuger UB Baarerster 37 CH-6301 Zug, Switzerland		70,000	*		0	5,396
Zurich Institutional Benchmark c/o Forest Investment Management LLC 53 Forest Avenue Old Greenwich, CT 06870		625,000	*		0	48,181
Zurich Institutional Benchmark Management c/o Quattro Fund Quattro Global Capital, LLC 546 Fifth Avenue, 19th Floor New York, NY 10036		900,000	*		0	69,381
All other holders of BUCS or future transferees, pledgees, donees or successors and any such holders(2)		617,119,000	37	%	0	47,573,704
Total	$	1,655,000,000	100	%	20,404	127,583,950

* Less than one percent (1%)

(1) Represents the number of BSkyB ordinary shares issuable upon exchange of the BUCS. In addition to the shares issuable upon exchange, News Corporation may elect to deliver BSkyB ordinary shares upon redemption of the BUCS and, in the case of redemption at the option of the holder, may elect to deliver News Corporation preferred ordinary shares. The number of BSkyB ordinary shares or News Corporation preferred ordinary shares issuable upon redemption cannot be determined at this time and will be based upon the average daily volume weighted average price of the BSkyB ordinary shares or the News Corporation preferred ordinary shares during the relevant measurement period preceding the redemption date.

(2) Assumes for this purpose that such other holders of BUCS, or any future transferees, pledgees, donees or successors of or from such other holders of BUCS, do not beneficially own any BSkyB ordinary shares other than the BSkyB ordinary shares constituting the initial reference shares issuable upon exchange of the BUCS.

To the knowledge of News America and News Corporation, and based on certain representations made by the selling security holders, none of the selling security holders has held any position or office or had any other material relationship within the past three years with News America, the trust, News Corporation, BSkyB or any subsidiary guarantor, or any of their respective predecessors or affiliates.

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PLAN OF DISTRIBUTION

We are registering the BUCS and the other offered securities covered by this prospectus to permit holders to conduct public secondary trading of these securities from time to time after the date of this prospectus.

We will not receive any of the proceeds from the offering of the offered securities by the selling security holders. We have been advised by the selling security holders that the selling security holders may sell all or a portion of the offered securities beneficially owned by them and offered hereby from time to time:

• directly; or

• through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling security holders or from the purchasers of the offered securities for whom they may act as agent.

The offered securities may be sold from time to time in one or more transactions at:

• fixed prices;

• prevailing market prices at the time of sale;

• varying prices determined at the time of sale; or

• negotiated prices.

These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers, who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling security holders from the sale of the offered securities offered by them hereby will be the purchase price of the offered securities less discounts and commissions, if any.

The sales described in the preceding paragraph may be effected in transactions:

• on any national securities exchange or quotation service on which the BUCS, the BSkyB ordinary shares and News Corporation preferred ADSs may be listed or quoted at the time of sale, including the London Stock Exchange in the case of the BSkyB ordinary shares and the New York Stock Exchange in the case of the News Corporation preferred ADSs;

• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

• through the writing of options.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with sales of the offered securities, the selling security holders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the offered securities, in the course of hedging their positions. The selling security holders may also sell the offered securities short and deliver the offered securities to close out short positions, or loan or pledge the offered securities to broker-dealers that in turn may sell the offered securities.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holders and any underwriter, broker-dealer or agent regarding the sale of the offered securities by the selling security holders. Selling security holders may not sell any, or may not sell all, of the offered securities

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offered by them pursuant to this prospectus. In addition, we cannot assure you that a selling security holder will not transfer, devise or gift the offered securities by other means not described in this prospectus. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.

There has been no trading market for the BUCS except for purchases and sales, if any, by institutional holders pursuant to Rule 144A. No assurance can be given that any market for the BUCS will develop or continue, or with respect to the liquidity of any present or future market for the BUCS, or that any holder of BUCS will be able to sell the BUCS in the future, or that any sale will be at a price equal to or higher than the price paid for such BUCS. If BUCS are traded, they may trade at a discount from the price paid for such BUCS, depending on prevailing interest rates and other factors. The BUCS are not listed, and we do not intend to list the BUCS, on any securities exchange or on any automated dealer quotation system. Any absence of an active trading market for the BUCS will adversely affect the liquidity of the BUCS. The BSkyB ordinary shares are listed and trade on the London Stock Exchange, and the News Corporation preferred ADSs are listed and trade on the New York Stock Exchange. In addition, American Depositary Shares, each representing four BSkyB ordinary shares, are listed and trade on the New York Stock Exchange and the News Corporation preferred ordinary shares underlying the News Corporation preferred ADSs are listed and traded on the ASX.

The selling security holders and any broker and any broker-dealers, agents or underwriters that participate with the selling security holders in the distribution of the offered securities may be deemed to be “underwriters” within the meaning of the Securities Act. In this case, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of the offered securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the selling security holders may be deemed to be underwriting commissions.

In order to comply with certain state securities laws, if applicable, the BUCS will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states the BUCS may not be sold unless the BUCS have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

The BUCS were issued and sold on March 21 and 25, 2003 and April 2, 2003, in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers of the BUCS to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act.

The selling security holders and any other persons participating in such distribution will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the BUCS by the selling security holders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the BUCS to engage in market-making activities with respect to the particular BUCS being distributed for a period of up to five business days prior to the commencement of the distribution. This may affect the marketability of the BUCS and the preferred ADSs and the ability of any person or entity to engage in market-making activities with respect to the BUCS.

Pursuant to a registration rights agreement, dated as of March 21, 2003, by and among News America, News Corporation, the trust, the subsidiary guarantors and the representatives of the initial purchasers of the BUCS, we have agreed, among other things, to bear all expenses, other than fees of counsel to underwriters, if any, underwriting discounts and selling commissions, broker-dealer fees and commissions and transfer taxes and certain other items in connection with the registration and sale of the offered securities covered by this prospectus. News America, News Corporation and the trust were required, pursuant to the registration rights agreement, to prepare and file with the Commission the registration statement of which this prospectus forms a part, pursuant to Rule 415 under the Securities Act, with respect to the offered securities. News America, News Corporation and the trust must use their best efforts to have the registration statement declared effective by the Commission on or before September 17, 2003.

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We will use our reasonable efforts to keep the registration statement of which this prospectus is a part effective, subject to specified, permitted exceptions, until the earlier of:

• two years following the later of (i) the original issue date of the BUCS or (ii) the issue date of the BUCS issued on the exercise of the initial purchasers’ option to purchase additional BUCS; and

• the date on which all the offered securities (other than the News Corporation preferred ordinary shares) covered by that registration statement have been sold under that registration statement.

News Corporation is also required to use its reasonable best efforts to cause BSkyB to use its reasonable best efforts to cause the registration statement of which this prospectus is a part to remain effective with respect to the BSkyB ordinary shares deliverable upon exchange or redemption of the BUCS and debentures.

Pursuant to the registration rights agreement, News America, the trust and News Corporation have agreed to jointly and severally indemnify the selling security holders against certain civil liabilities, including certain liabilities under the Securities Act. In addition, each selling security holder has agreed to severally indemnify the News America, the trust, the subsidiary guarantors, BSkyB, the initial purchasers of the BUCS and News Corporation against certain civil liabilities, including certain liabilities under the Securities Act. The registration rights agreement also provides for rights of contribution in circumstances in which indemnification is held to be unavailable.

The BUCS are not being offered, nor will any invitation to purchase or subscribe for BUCS be issued, in Australia other than to a person referred to in Section 708(11) of, and otherwise in compliance with, the Corporations Law.

A holder of the offered securities (i) may not offer or sell any offered securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) must comply with all applicable provisions of the Public Offers of Securities Regulations 1995 and the Financial Services Act 1986 with respect to anything done by it in relation to any such offered securities in, from or otherwise involving the United Kingdom; and (iii) may only issue or pass on to persons in the United Kingdom any document relating to the offered securities if that person is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 of Great Britain or is a person to whom the document may otherwise lawfully be issued or passed on and that person falls within paragraph 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991.

LEGAL MATTERS

Certain legal matters in connection with the BUCS will be passed upon for News America by Hogan & Hartson L.L.P. and for the selling security holders by Kirkland & Ellis. Kirkland & Ellis has from time to time rendered legal advisory services to News Corporation and its affiliates. Certain matters of Delaware law relating to the trust and the BUCS will be passed upon for the trust by Morris, Nichols, Arsht & Tunnell, as special Delaware counsel. Various legal matters with respect to the guarantees will be passed upon by Hogan & Hartson L.L.P. with respect to the subsidiary guarantors and by Allens Arthur Robinson with respect to News Corporation. Certain legal matters in connection with the BSkyB ordinary shares will be passed upon for BSkyB by Herbert Smith. Allens Arthur Robinson have given their consent to be named in this prospectus as Australian solicitors of News Corporation and have been involved only in the preparation of the following parts of the prospectus: (a) the advice specifically attributed to them in the section entitled “Enforceability of Civil Liabilities Under the Federal Securities Laws”; (b) the advice specifically attributed to them in the section entitled “Risk Factors—Risk Factors Relating to News Corporation—Risks Associated with the Enforceability of Judgments

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Against News Corporation” and “—Risks Concerning the Guarantees”; and (c) “Foreign Exchange Rates—Exchange Controls and Other Limitations Affecting Holders.” Allens Arthur Robinson have not, however, been involved in the preparation of the remaining content of this document and are not to be regarded as accepting responsibility as experts for any matters other than those on which they have advised as aforesaid.

EXPERTS

The consolidated financial statements of The News Corporation Limited appearing in The News Corporation Limited’s Annual Report on Form 20-F/A for the year ended June 30, 2002, have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The audited consolidated financial statements of Fox Entertainment Group, Inc. as of June 30, 2001 and for each of the two years in the period then ended incorporated into this document by reference to The News Corporations Limited’s Annual Report on Form 20-F for the year ended June 30, 2002, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

On April 16, 2002, Fox Entertainment Group, Inc. dismissed Arthur Andersen LLP as its independent auditors. On April 16, 2002, Fox Entertainment Group, Inc. appointed Ernst & Young LLP to replace Arthur Andersen as the independent auditors of Fox Entertainment Group, Inc. Prior to the date of filing of this document, the Arthur Andersen partner responsible for the audit of the audited consolidated financial statements of Fox Entertainment Group, Inc. as of June 30, 2001 and for the two years then ended resigned from Arthur Andersen. As a result, after reasonable efforts, Fox Entertainment Group, Inc. has been unable to obtain Arthur Andersen’s written consent to the incorporation by reference into this document of its audit as of June 30, 2001 and for the two years then ended. Under these circumstances, Rule 437a under the Securities Act permits the filing of this document without a written consent from Arthur Andersen. Because Arthur Andersen has not consented to the inclusion of its audit in this document, you will not be able to recover against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained in the consolidated financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated therein.

The consolidated financial statements of Fox Entertainment Group, Inc. and subsidiaries incorporated into this document by reference to The News Corporation Limited’s Annual Report on Form 20-F for the year ended June 30, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The audited financial statements of Stream S.p.A. as of December 31, 2001 and for each of the two years in the period then ended incorporated into this document by reference in The News Corporations Limited’s Report of Foreign Issuer on Form 6-K dated May 20, 2003, have been audited by Arthur Andersen S.p.A., independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

On July 15, 2002, Stream S.p.A. appointed Reconta Ernst & Young S.p.A. to replace Arthur Andersen S.p.A. as its independent auditors. Prior to the date of filing of this document, the Arthur Andersen partner responsible for the audit of the audited financial statements of Stream as of December 31, 2000 and for the two years then ended resigned from Arthur Andersen. As a result, after reasonable efforts, Stream has been unable to obtain Arthur Andersen’s written consent to the incorporation by reference into this document of its audit as of

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December 31, 2000 and for the two years then ended. Under these circumstances, Rule 437a under the Securities Act permits the filing of this document without a written consent from Arthur Andersen. Because Arthur Andersen has not consented to the inclusion of its audit in this document, you will not be able to recover against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated therein.

The financial statements of Stream S.p.A., appearing in The News Corporation Limited’s Report of Foreign Issuer on Form 6-K dated May 20, 2003, have been audited by Reconta Ernst & Young S.p.A., independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of British Sky Broadcasting Group plc for the year ended June 30, 2002 incorporated into this document by reference to the Current Report on Form 6-K of News Corporation filed on May 20, 2003, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The consolidated financial statements of British Interactive Broadcasting Holdings Limited as of June 30, 2000 and 1999 and for each of the three years then ended incorporated into this document by reference to the Annual Report on Form 20-F of British Sky Broadcasting Group plc for the year ended June 30, 2002, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which expresses an unqualified opinion and includes an explanatory paragraph relating to British Interactive Broadcasting Holdings Limited’s ability to continue as a going concern), which is incorporated herein by reference, and have been incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The consolidated financial statements of Gemstar-TV Guide International, Inc. appearing in The News Corporation Limited’s Annual Report on Form 20-F/A for the year ended June 30, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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We have not authorized any dealer or salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. This prospectus does not constitute an offer to sell or buy any securities in any jurisdiction where it is unlawful. The information in this prospectus is current only as of the date of this prospectus unless the information specifically indicates that another date applies.

US$1,655,000,000

News Corporation Finance Trust II

0.75% Senior Exchangeable BUCS^SM

(original liquidation preference US$1,000 per BUCS)

exchangeable into the ordinary shares of British Sky Broadcasting Group plc or the cash value thereof and guaranteed on a senior basis by

The News Corporation Limited

PROSPECTUS

August     , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14 OF FORM S-3

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses of the registrant in connection with the issuance and distribution of the securities being registered, other than underwriting discounts, are estimated to be as follows:

SEC registration fee	$	140,3331
Accounting fees and expenses		75,000
Legal fees and expenses		125,000
Printing and miscellaneous expenses		159,667
Total	$	500,0001

(1) No filing fee was required to be paid in connection with this registration statement by reason of the application to this registration statement of a portion of the filing fees associated with certain deregistered shares.

ITEM 8 OF FORM F-3 and ITEM 15 OF FORM S-3

        INDEMNIFICATION OF DIRECTORS AND OFFICERS

With Respect to News America Incorporated

With respect to News America Incorporated, or News America, Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful, provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such an indemnification is proper under the circumstances. News America’s Amended and Restated Certificate of Incorporation provides that News America shall indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

News America’s Amended and Restated Certificate of Incorporation provides that no director shall be liable to News America or its stockholders for monetary damages for breach of his fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to News America or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction in which the director derived an improper personal benefit.

The News Corporation Limited maintains insurance on behalf of its officers and directors and officers and directors of its subsidiaries, including News America, against any liability which may be asserted against any such officer or director, subject to certain customary exclusions.

With Respect to The News Corporation Limited

With respect to The News Corporation Limited, or News Corporation, Section 199A of the Australian Corporations Act provides:

“(1) A company or a related body corporate must not exempt a person (whether directly or through an interposed entity) from a liability to the company incurred as an officer or auditor of the company.

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(2) A company or a related body corporate must not indemnify a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against any of the following liabilities incurred as an officer or auditor of the company:

(a) a liability owed to the company or a related body corporate;

(b) a liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H;

(c) a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

This subsection does not apply to a liability for legal costs.

(3) A company or related body corporate must not indemnify a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred:

(a) in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under subsection (2); or

(b) in defending or resisting criminal proceedings in which the person is found guilty; or

(c) in defending or resisting proceedings brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established; or

(d) in connection with proceedings for relief to the person under this Law in which the Court denies the relief.

Paragraph (c) does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order.

(4) For the purpose of subsection (3), the outcome of proceedings is the outcome of the proceedings and any appeal in relation to the proceedings.”

Section 116 of the Articles of Association of News Corporation provides as follows:

“(1) To the extent permitted by law and without limiting the powers of the Company, the Company must indemnify each person who is, or has been, a director, principal executive officer or secretary of the Company against any liability which results directly or indirectly from facts or circumstances relating to the person serving or having served in that capacity: (a) incurred on or after 15 April 1994 to any person (other than the Company or a related body corporate), whether or not arising from a prior contingent liability, and which does not arise out of conduct involving a lack of good faith or conduct known to the person to be wrongful; or (b) for costs and expenses incurred by the person in defending proceedings, whether civil or criminal, in which judgment is given in favor of the person or in which the person is acquitted, or in connection with any application in relation to such proceedings in which the court grants relief to the person under the Law.

(2) The Company need not indemnify a person as provided for in paragraph (1) in respect of a liability to the extent that the person is entitled to an indemnity in respect of that liability under a contract of insurance.

(3) To the extent permitted by law and without limiting the powers of the Company, the board of directors may authorize the Company to, and the Company may, enter into any: (a) documentary indemnity in favor of; or (b) insurance policy for the benefit of, a person who is, or has been, a director, principal executive officer, secretary, auditor, employee or other officer of the Company, or of a subsidiary of the Company.

(4) The benefit of any indemnity previously given to any person in respect of liabilities incurred prior to 15 April 1994 is not affected by this Article.

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(5) The benefit of each indemnity given in paragraph (1) continues, even after its terms are modified or deleted, in respect of a liability arising out of acts or omissions occurring prior to the modification or deletion.”

With Respect to Fox Entertainment Group, Inc.

Delaware General Corporation Law, Section 102(b)(7), enables a corporation in its original certificate of incorporation, or an amendment thereto validly approved by stockholders, to eliminate or limit personal liability of members of its Board of Directors for violations of a director’s fiduciary duty of care. However, the elimination or limitation shall not apply where there has been a breach of the duty of loyalty, failure to act in good faith, intentional misconduct or a knowing violation of a law, the payment of a dividend or approval of a stock repurchase which is deemed illegal or an improper personal benefit is obtained. Delaware General Corporation Law, Section 145, permits a corporation organized under Delaware law to indemnify directors and officers with respect to any matter in which a director or officer acted in good faith and in a manner reasonably believed to be not opposed to the best interests of the corporation, and, with respect to any criminal action, had reasonable cause to believe the conduct was lawful.

The Restated Certificate of Incorporation and Amended Bylaws of Fox Entertainment Group, Inc., or FEG, provide that, to the fullest extent permitted by the Delaware General Corporation Law, or the DGCL, as it exists or may in the future be amended, FEG will indemnify each of the officers and directors of FEG (or their estates, if applicable), and may indemnify any employee or agent of FEG (or their estates, if applicable), who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, by reason of the fact that such person is or was an officer, director, employee or agent of FEG or is or was serving at the request of FEG as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. FEG will so indemnify such officer or director, and may so indemnify such employee or agent (if indemnification is authorized by the Board of Directors), in the case of such actions (whether or not by or in the right of FEG) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of FEG, and with respect to any criminal action or proceeding other than by or in the right of FEG, had no reasonable cause to believe such person’s conduct was unlawful. With respect to indemnification other than by or in the right of FEG, the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of FEG, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful. No indemnification will be made in connection with actions by or in the right of FEG in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to FEG unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper. In addition, to the fullest extent permitted by DGCL, expenses (including attorneys’ fees), judgments, fines incurred by and amounts paid in settlement may be advanced by us prior to the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on the behalf of such director, officer, employee or agent to repay such amounts if it shall ultimately be determined that he or she is not entitled to be indemnified as authorized in accordance with the DGCL and our Restated Certificate of Incorporation. FEG’s Restated Certificate of Incorporation and Amended Bylaws also state that such indemnification is not exclusive of any other rights of the indemnified party, including rights under any indemnification agreements or otherwise.

News Corporation maintains insurance on behalf of its officers and directors and officers and directors of its subsidiaries, including FEG, against any liability which may be asserted against any such officer or director, subject to certain customary exclusions.

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Article X of FEG’s Restated Certificate of Incorporation includes the following language:

“INDEMNIFICATION; LIMITATION OF LIABILITY.

Section 1.    Indemnification.

A.    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director of the Corporation or any of its direct or indirect subsidiaries or is or was serving at the request of the Corporation as a director of any other corporation or of a partnership, limited liability company, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or in any other capacity while serving as a director, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability, and loss (including attorneys’ fees, judgments, fines, excise or other taxes assessed with respect to an employee benefit plan, penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators; provided, however, that, except as provided in Paragraph B of this Section 1 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B.    The right to indemnification conferred in Paragraph A of this Section 1 shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 or otherwise.

C.    The rights to indemnification and to the advancement of expenses conferred in Paragraphs A and B of this Section 1 shall be contract rights. If a claim under Paragraph A or B of this Section 1 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the

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circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 1 or otherwise, shall be on the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred in this Section 1 shall not be exclusive of any right which any person may have or hereafter acquire under any statute, this certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

E.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

F.    The Corporation’s obligation, if any, to indemnify any person who was or is serving as a director of any direct or indirect subsidiary of the Corporation or, at the request of the Corporation, of any other corporation or of a partnership, joint venture, trust, or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G.    Any repeal or modification of the foregoing provisions of this Section 1 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

H.    The Corporation may, to the extent authorized from time to time by the Board of Directors, grant indemnification rights and rights to the advancement of expenses to any officer, employee or agent of the Corporation to the fullest extent of the provision of this Article with respect to the indemnification and advancement of expenses to directors.

Section 2.    Limited Liability.

No director of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision does not eliminate the liability of the director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title B of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit. For purposes of the prior sentence, the term “damages” shall, to the extent permitted by law, include without limitation, any judgment, fine, amount paid in settlement, penalty, punitive damages, excise or other tax assessed with respect to an employee benefit plan, or expense of any nature (including, without limitation, counsel fees and disbursements). Each person who serves as a director of the Corporation while this Section 2 is in effect shall be deemed to be doing so in reliance on the provisions of this Section 2, and neither the amendment or repeal of this Section 2, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Section 2, shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for, arising out of, based upon, or in connection with any acts or omissions of such director occurring prior to such amendment, repeal, or adoption of an inconsistent provision. The provisions of this Section 2 are cumulative and shall be in addition to and independent of any and all other limitations on or eliminations of the liabilities of directors of the Corporation, as such, whether such limitation or eliminations arise under or are created by any law, rule, regulation, by-law, agreement, vote of stockholders or disinterested directors, or otherwise.”

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With Respect to BSkyB

With respect to BSkyB, except as hereinafter provided, there is no provision of BSkyB’s Memorandum and Articles of Association or any contract, arrangement or statute under which any director or officer of BSkyB is insured or indemnified in any manner against any liability that he may incur in his capacity as such.

The Articles of Association of BSkyB provide that, subject to the provisions of the Companies Act, every officer of BSkyB shall be entitled to be indemnified by BSkyB against any liability, loss or expenditure incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of BSkyB and in which judgment is given in his favor or in which he is acquitted or incurred in connection with any application in which relief is granted by the court from liability in respect of any such act or omission or from liability to pay any amount in respect of shares acquired by a nominee of BSkyB.

The Board may exercise all the powers of BSkyB to purchase and maintain insurance for the benefit of a person who is an officer or employee or former officer or employee of BSkyB or of a company which is a subsidiary of BSkyB or in which BSkyB has an interest (whether direct or indirect), or who is or was trustee of a retirement benefit scheme or another trust in which an officer or employee or former officer or employee is or has been interested, indemnifying him against liability for negligence, default, breach of duty or breach of trust or another liability which may lawfully be insured against by BSkyB.

Section 310 of the Companies Act 1985 provides:

“(1) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect to any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.

(2) Except as provided by the following subsection, any such provision is void.

(3) This section does not prevent a company:

(a) from purchasing and maintaining for any such officer or auditor insurance against any such liability, or

(b) from indemnifying any such officer or auditor against any liability incurred by him

(i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or he is acquitted, or

(ii) in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.”

Section 727 of the Companies Act 1985 provides:

“(1) If any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that the officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit.

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(2) If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had, if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge, with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper.”

BSkyB has obtained a policy of directors and officers liability insurance and of pension trustees liability insurance.

Pursuant to the registration rights agreement, News America, the trust and News Corporation have agreed to jointly and severally indemnify the selling security holders against certain civil liabilities, including certain liabilities under the Securities Act. In addition, each selling security holder has agreed to severally indemnify the News America, the trust, the subsidiary guarantors, BSkyB, the initial purchasers and New Corporation against certain civil liabilities, including certain liabilities under the Securities Act. The registration rights agreement also provides for rights of contribution.

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ITEM 9 OF FORM F-3 and ITEM 16 OF FORM S-3

EXHIBITS

Number	Description	Exhibit No. in Document Incorporated by Reference	Page No. in Sequential Numbering System
4.1	Indenture, dated as of March 21, 2003, by and among News America Incorporated, The News Corporation Limited, the other guarantors as defined therein and The Bank of New York, as Trustee	*
4.2	First Supplemental Indenture, dated as of June 27, 2003, by and among News America Incorporated, The News Corporation Limited, the other guarantors as defined therein and The Bank of New York, as Trustee	**
4.3	Registration Rights Agreement, dated as of March 21, 2003, by and among The News Corporation Limited, News America Incorporated, News Corporation Finance Trust II, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc.	*
4.4	Amended and Restated Declaration of Trust of News Corporation Finance Trust II, dated March 21, 2003, among News America Incorporated, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, The Bank of New York as Property Trustee, and the Regular Trustees named therein	*
4.5	Preferred Securities Guarantee Agreement, dated March 21, 2003, among The News Corporation Limited, as Guarantor, and The Bank of New York, as Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities of News Corporation Finance Trust II	*
4.6	Specimen Certificate—Senior Exchangeable BUCS	*
4.7	Specimen Certificate—0.75% Senior Exchangeable Debentures	*
4.8	Memorandum and Constitution of The News Corporation Limited, as amended on October 18, 1994 (Incorporated by reference to Exhibit 1.3 to the Annual Report of The News Corporation Limited on Form 20-F (File No. 1-9141) filed with the Securities and Exchange Commission for the fiscal year ended June 30, 1994)
4.9	Amendments to the Constitution of The News Corporation Limited, dated January 31, 1995 and October 10, 1995 (Incorporated by reference to Exhibit 1.1 to the Annual Report of The News Corporation Limited on Form 20-F (File No. 1-9141) filed with the Securities and Exchange Commission for the fiscal year ended June 30, 1995)
4.10	Form of Preferred Ordinary Shares of The News Corporation Limited (Incorporated by reference to Exhibit (a) to the Registration Statement of The News Corporation Limited on Form 8-A (File No. 1-9141) filed with the Securities and Exchange Commission on November 2, 1994)
4.11	Memorandum and Articles of Association of British Sky Broadcasting Group plc (Incorporated by reference to the Annual Report on Form 20-F of British Sky Broadcasting Group plc for the fiscal year ended June 30, 2001 filed with the Securities and Exchange Commission on October 1, 2001 and the Report on Form 6-K of British Sky Broadcasting Group plc filed on August 18, 2003)
4.12	Specimen share certificate of British Sky Broadcasting Group plc (Incorporated by reference to the Annual Report on Form 20-F of British Sky Broadcasting Group plc for the fiscal year ended June 30, 2001 filed with the Securities and Exchange Commission on October 1, 2001)

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Number	Description	Exhibit No. in Document Incorporated by Reference	Page No. in Sequential Numbering System
5.1	Opinion of Allens Arthur Robinson with respect to The News Corporation Limited	*
5.2	Opinion of Hogan & Hartson L.L.P. with respect to News America Incorporated	*
5.3	Opinion of Hogan & Hartson L.L.P. with respect to the Guarantors	*
5.4	Opinion of Herbert Smith with respect to British Sky Broadcasting Group plc	*
5.5	Opinion of Morris, Nichols, Arsht & Tunnell with respect to News Corporation Finance Trust II	*
8.1	Opinion of Hogan & Hartson L.L.P. with respect to certain U.S. federal income tax consequences	*
12.1	Ratio of Earnings to Fixed Charges of The News Corporation Limited-A-GAAP	**
12.2	Ratio of Earnings to Fixed Charges of The News Corporation Limited-US-GAAP	**
12.3	Ratio of Earnings to Fixed Charges of Fox Entertainment Group, Inc.	**
23.1	Consent of Ernst & Young regarding The News Corporation Limited	*
23.2	Consent of Ernst & Young regarding Fox Entertainment Group, Inc.	*
23.3	Consent of Deloitte & Touche LLP regarding British Sky Broadcasting Group plc	*
23.4	Consent of Reconta Ernst & Young S.p.A. regarding Stream S.p.A.	*
23.5	Consent of Ernst & Young regarding Gemstar-TV Guide International, Inc.	*
23.6	Consent of Deloitte & Touche LLP regarding British Interactive Broadcasting Holdings Limited	*
23.7	Consent of Allens Arthur Robinson (included in Exhibit 5.1)	*
23.8	Consent of Hogan & Hartson L.L.P. (included in Exhibits 5.2, 5.3 and 8.1)	*
23.9	Consent of Herbert Smith (included in Exhibit 5.4)	*
23.10	Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.5)	*
24	Powers of Attorney	**
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Indenture Trustee under the Indenture	**
25.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Property Trustee under the Amended and Restated Declaration of Trust of News Corporation Finance Trust II	**
25.3	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Preferred Securities Guarantee for News Corporation Finance Trust II	**

* Filed herewith.

** Previously filed.

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ITEM 10 OF FORM F-3 and ITEM 17 OF FORM S-3

UNDERTAKINGS

With Respect to News America Incorporated, The News Corporation Limited and the Subsidiary Guarantors

The undersigned registrants hereby undertake:

1.  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities being offered would not exceed that which was registered) and any deviation from the high or low end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement.

(2)  that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

2.  The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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3.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons, each of the registrants have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

4.  The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

With Respect to British Sky Broadcasting Group plc

The undersigned registrants hereby undertake:

1.  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities being offered would not exceed that which was registered) and any deviation from the high or low end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement.

(2)  that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment

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need not be filed to include financial statements and information required by Section 10(a)(3) of the Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

2.  The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons, each of the registrants have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

4.  The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

With Respect to Fox Entertainment Group, Inc.

The undersigned registrant hereby undertakes:

1.  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities being offered would not exceed that which was registered) and any deviation from the high or low end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement.

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(2)  that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

2.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons, each of the registrants have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

4.  The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

NEWS AMERICA INCORPORATED
By:	*
	Peter Chernin Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2003.

Signature	Title
* Peter Chernin	Chairman, Chief Executive and Director (Principal Executive Officer)
* David F. DeVoe	Chief Financial Officer, Senior Executive Vice President and Director (Principal Financial Officer and Principal Accounting Officer)
* Paul V. Carlucci	Director
* Anthea Disney	Director
*  K. Rupert Murdoch	Director
* Lachlan K. Murdoch	Director
* Stanley S. Shuman	Director
/S/    ARTHUR M. SISKIND Arthur M. Siskind	Director

* The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

THE NEWS CORPORATION LIMITED
By:	*
	K. Rupert Murdoch Chairman and Chief Executive

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2003.

Signature	Title
* K. Rupert Murdoch	Executive Director, Chairman and Chief Executive (Principal Executive Officer)
* David F. DeVoe	Executive Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Chase Carey	Non-Executive Director
* Peter Chernin	Executive Director
* James R. Murdoch	Executive Director
* Lachlan K. Murdoch	Executive Director

II-15

Signature	Title
/S/    ARTHUR M. SISKIND Arthur M. Siskind	Executive Director and Authorized Representative in the United States
* Kenneth E. Cowley	Non-Executive Director
Aatos Erkko	Non-Executive Director
* Andrew S.B. Knight	Non-Executive Director
* Roderick I. Eddington	Non-Executive Director
Graham J. Kraehe	Non-Executive Director
* Thomas J. Perkins	Non-Executive Director
* Stanley S. Shuman	Non-Executive Director
* Geoffrey C. Bible	Non-Executive Director

* The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

FEG HOLDINGS, INC.
By:	*
	K. Rupert Murdoch President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2003.

Signature	Title
* K. Rupert Murdoch	Director, President (Principal Executive Officer)
* David F. DeVoe	Senior Executive Vice President (Principal Financial Officer and Principal Accounting Officer)
* Leslie F. Hinton	Director
* Peter Macourt	Director

*The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

NEWS AMERICA MARKETING FSI, INC.
By:	*
	K. Rupert Murdoch Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated August 19, 2003.

Signature	Title
* K. Rupert Murdoch	Chairman (Principal Executive Officer)
* David F. DeVoe	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
/S/    ARTHUR M. SISKIND Arthur M. Siskind	Director

*The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

NEWS PUBLISHING AUSTRALIA LIMITED
By:	*
	K. Rupert Murdoch Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2003.

Signature	Title
* K. Rupert Murdoch	Chairman and Chief Executive Officer (Principal Executive Officer)
* David F. DeVoe	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
* Peter Chernin	Director
* Lachlan K. Murdoch	Director
/S/    ARTHUR M. SISKIND Arthur M. Siskind	Director

*  The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

NEWS CORPORATION FINANCE TRUST II
By:	/S/    ARTHUR M. SISKIND
	Arthur M. Siskind Regular Trustee

By:	*
	David F. DeVoe Regular Trustee

By:	/S/    PAULA M. WARDYNSKI
	Paula M. Wardynski Regular Trustee

* The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named trustee of the Company pursuant to the Power of Attorney executed by such trustee previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of August, 2003.

FOX ENTERTAINMENT GROUP, INC.
By:	*
	K. Rupert Murdoch Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2003.

Signature	Title
* K. Rupert Murdoch	Chairman and Chief Executive Officer (Principal Executive Officer)
* Peter Chernin	President and Chief Operating Officer
* David F. DeVoe	Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Lachlan K. Murdoch	Director
/S/    ARTHUR M. SISKIND Arthur M. Siskind	Director
* Christos M. Cotsakos	Director
* Thomas W. Jones	Director
* Peter Powers	Director

* The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, on the 19th day of August, 2003.

BRITISH SKY BROADCASTING GROUP PLC
By:	/S/     MARTIN STEWART
	Martin Stewart Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2003.

Signature	Title
* K. Rupert Murdoch	Chairman and Non-Executive Director
* Tony Ball	Chief Executive Officer and Executive Director (Principal Executive Officer)
/S/    MARTIN STEWART Martin Stewart	Chief Financial Officer and Executive Director (Principal Financial and Accounting Officer)
David F. DeVoe	Non-Executive Director
* Chase Carey	Non-Executive Director
Philip Bowman	Non-Executive Director
* David Evans	Non-Executive Director

II-22

Signature	Title
James Murdoch	Non-Executive Director
* Allan Leighton	Non-Executive Director
* Gail Rebuck	Non-Executive Director
/S/    ARTHUR M. SISKIND Arthur M. Siskind	Non-Executive Director and Authorized Representative in the United States
John Thornton	Non-Executive Directors
* Lord St. John of Fawsley	Non-Executive Director
* Jacques Nasser	Non-Executive Director
* Lord Wilson of Dinton	Non-Executive Director

* The undersigned by signing his name hereto, does hereby sign and execute this Amendment No. 1 to this Registration Statement on behalf of the above named officers and directors of the Company pursuant to the Power of Attorney executed by such officers and directors previously filed with the Securities and Exchange Commission.

By:	/s/    ARTHUR M. SISKIND
	Arthur M. Siskind Attorney-in-fact

II-23

INDEX TO EXHIBITS

Number	Description	Exhibit No. in Document Incorporated by Reference	Page No. in Sequential Numbering System
4.1	Indenture, dated as of March 21, 2003, by and among News America Incorporated, The News Corporation Limited, the other guarantors as defined therein and The Bank of New York, as Trustee	*
4.2	First Supplemental Indenture, dated as of June 27, 2003, by and among News America Incorporated, The News Corporation Limited, the other guarantors as defined therein and The Bank of New York, as Trustee	**
4.3	Registration Rights Agreement, dated as of March 21, 2003, by and among The News Corporation Limited, News America Incorporated, News Corporation Finance Trust II, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc.	*
4.4	Amended and Restated Declaration of Trust of News Corporation Finance Trust II, dated March 21, 2003, among News America Incorporated, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, The Bank of New York as Property Trustee, and the Regular Trustees named therein	*
4.5	Preferred Securities Guarantee Agreement, dated March 21, 2003, among The News Corporation Limited, as Guarantor, and The Bank of New York, as Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities of News Corporation Finance Trust II	*
4.6	Specimen Certificate—Senior Exchangeable BUCS	*
4.7	Specimen Certificate—0.75% Senior Exchangeable Debentures	*
4.8	Memorandum and Constitution of The News Corporation Limited, as amended on October 18, 1994 (Incorporated by reference to Exhibit 1.3 to the Annual Report of The News Corporation Limited on Form 20-F (File No. 1-9141) filed with the Securities and Exchange Commission for the fiscal year ended June 30, 1994)
4.9	Amendments to the Constitution of The News Corporation Limited, dated January 31, 1995 and October 10, 1995 (Incorporated by reference to Exhibit 1.1 to the Annual Report of The News Corporation Limited on Form 20-F (File No. 1-9141) filed with the Securities and Exchange Commission for the fiscal year ended June 30, 1995)
4.10	Form of Preferred Ordinary Shares of The News Corporation Limited (Incorporated by reference to Exhibit (a) to the Registration Statement of The News Corporation Limited on Form 8-A (File No. 1-9141) filed with the Securities and Exchange Commission on November 2, 1994)
4.11	Memorandum and Articles of Association of British Sky Broadcasting Group plc (Incorporated by reference to the Annual Report on Form 20-F of British Sky Broadcasting Group plc for the fiscal year ended June 30, 2001 filed with the Securities and Exchange Commission on October 1, 2001 and the Report on Form 6-K of British Sky Broadcasting Group plc filed on August 18, 2003)
4.12	Specimen share certificate of British Sky Broadcasting Group plc (Incorporated by reference to the Annual Report on Form 20-F of British Sky Broadcasting Group plc for the fiscal year ended June 30, 2001 filed with the Securities and Exchange Commission on October 1, 2001)

II-24

Number	Description	Exhibit No. in Document Incorporated by Reference	Page No. in Sequential Numbering System
5.1	Opinion of Allens Arthur Robinson with respect to The News Corporation Limited	*
5.2	Opinion of Hogan & Hartson L.L.P. with respect to News America Incorporated	*
5.3	Opinion of Hogan & Hartson L.L.P. with respect to the Guarantors	*
5.4	Opinion of Herbert Smith with respect to British Sky Broadcasting Group plc	*
5.5	Opinion of Morris, Nichols, Arsht & Tunnell with respect to News Corporation Finance Trust II	*
8.1	Opinion of Hogan & Hartson L.L.P. with respect to certain U.S. federal income tax consequences	*
12.1	Ratio of Earnings to Fixed Charges of The News Corporation Limited-A-GAAP	**
12.2	Ratio of Earnings to Fixed Charges of The News Corporation Limited-US-GAAP	**
12.3	Ratio of Earnings to Fixed Charges of Fox Entertainment Group, Inc.	**
23.1	Consent of Ernst & Young regarding The News Corporation Limited	*
23.2	Consent of Ernst & Young regarding Fox Entertainment Group, Inc.	*
23.3	Consent of Deloitte & Touche LLP regarding British Sky Broadcasting Group plc	*
23.4	Consent of Reconta Ernst & Young S.p.A. regarding Stream S.p.A.	*
23.5	Consent of Ernst & Young regarding Gemstar-TV Guide International, Inc.	*
23.6	Consent of Deloitte & Touche LLP regarding British Interactive Broadcasting Holdings Limited	*
23.7	Consent of Allens Arthur Robinson (included in Exhibit 5.1)	*
23.8	Consent of Hogan & Hartson L.L.P. (included in Exhibits 5.2, 5.3 and 8.1)	*
23.9	Consent of Herbert Smith (included in Exhibit 5.4)	*
23.10	Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.5)	*
24	Powers of Attorney	**
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Indenture Trustee under the Indenture	**
25.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Property Trustee under the Amended and Restated Declaration of Trust of News Corporation Finance Trust II	**
25.3	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Preferred Securities Guarantee for News Corporation Finance Trust II	**

* Filed herewith.

** Previously filed.

II-25

EX-4.1

                                                                     EXHIBIT 4.1


                                    INDENTURE

                                      among

                            NEWS AMERICA INCORPORATED

                          THE NEWS CORPORATION LIMITED

                              THE OTHER GUARANTORS

                               (AS DEFINED HEREIN)

                                       and

                        THE BANK OF NEW YORK, as Trustee

                           Dated as of March 21, 2003



                                TABLE OF CONTENTS


                                                                                                              Page
                                                                                                             
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................................    2
    Section 1.1    Provisions of General Application........................................................    2
    Section 1.2    Compliance Certificates and Opinions.....................................................   17
    Section 1.3    Form of Documents Delivered to Trustee...................................................   17
    Section 1.4    Acts of Holders of Securities............................................................   18
    Section 1.5    Notices, Etc., to Trustee, the Company and News Corporation..............................   19
    Section 1.6    Notice to Holders; Waiver................................................................   20
    Section 1.7    Conflict with Trust Indenture Act........................................................   20
    Section 1.8    Effect of Headings and Table of Contents.................................................   20
    Section 1.9    Successors and Assigns...................................................................   20
    Section 1.10   Separability Clause......................................................................   21
    Section 1.11   Benefits of Indenture....................................................................   21
    Section 1.12   Governing Law............................................................................   21
    Section 1.13   Legal Holidays...........................................................................   21
    Section 1.14   Service of Process.......................................................................   21

ARTICLE II THE SECURITIES...................................................................................   22
    Section 2.1    Forms; Denominations.....................................................................   22
    Section 2.2    Execution, Authentication and Delivery...................................................   22
    Section 2.3    Registration; Registration of Transfer and Exchange......................................   23
    Section 2.4    Mutilated, Destroyed, Lost or Stolen Securities..........................................   26
    Section 2.5    Outstanding Securities; Determination of Holders' Action.................................   26
    Section 2.6    Global Securities; Temporary Securities..................................................   28
    Section 2.7    Persons Deemed Owners....................................................................   29
    Section 2.8    Cancellation.............................................................................   30
    Section 2.9    CUSIP Numbers............................................................................   30
    Section 2.10   Right of Set Off.........................................................................   30
    Section 2.11   Stated Maturity; Changes to Original Principal Amount or Adjusted Principal Amount.......   30
    Section 2.12   Interest.................................................................................   31
    Section 2.13   Additional Distributions.................................................................   33
    Section 2.14   Distributions of Reference Shares or Other Securities....................................   35
    Section 2.15   Balance of Final Period Distribution Payment.............................................   36
    Section 2.16   Agreed Tax Treatment.....................................................................   36

ARTICLE III REDEMPTION AND PURCHASES........................................................................   36
    Section 3.1    Right to Redeem; Redemption Considerations; Notices to Trustee...........................   36
    Section 3.2    Selection of Securities to Be Redeemed...................................................   39
    Section 3.3    Notice of Redemption.....................................................................   39
    Section 3.4    Effect of Notice of Redemption...........................................................   40
    Section 3.5    Deposit of Redemption Price..............................................................   40


                                       i



                                                                                                             
    Section 3.6    Securities Redeemed in Part..............................................................   41
    Section 3.7    Tax Event Redemption.....................................................................   41
    Section 3.8    Purchase of Securities at Option of the Holder...........................................   42
    Section 3.9    Purchase of Securities at Option of the Holder upon Change of Control Triggering Event...   47
    Section 3.10   Effect of Purchase Notice or Change in Control Purchase Notice...........................   50
    Section 3.11   Deposit or Delivery of Purchase Price or Change in Control Purchase Price................   51
    Section 3.12   Securities Purchased in Part.............................................................   51
    Section 3.13   Covenant to Comply with Securities Laws upon Purchase of Securities......................   52
    Section 3.14   Repayment to the Company and/or the Guarantors (as applicable)...........................   52

ARTICLE IV SATISFACTION AND DISCHARGE.......................................................................   52
    Section 4.1    Satisfaction and Discharge of Indenture..................................................   52
    Section 4.2    Application of Trust Money...............................................................   53

ARTICLE V REMEDIES..........................................................................................   53
    Section 5.1    Events of Default........................................................................   53
    Section 5.2    Acceleration of Maturity, Rescission and Annulment.......................................   55
    Section 5.3    Collection of Indebtedness and Suits for Enforcement by Trustee..........................   56
    Section 5.4    Trustee May File Proofs of Claim.........................................................   56
    Section 5.5    Trustee May Enforce Claims Without Possession of Securities..............................   56
    Section 5.6    Application of Money Collected...........................................................   56
    Section 5.7    Limitation on Suits......................................................................   57
    Section 5.8    Unconditional Right of Holders to Receive Payments, to Require Purchase and to Exchange..   57
    Section 5.9    Restoration of Rights and Remedies.......................................................   57
    Section 5.10   Rights and Remedies Cumulative...........................................................   58
    Section 5.11   Delay or Omission Not Waiver.............................................................   58
    Section 5.12   Control by Holders of Securities.........................................................   58
    Section 5.13   Waiver of Past Defaults..................................................................   58
    Section 5.14   Undertaking for Costs....................................................................   59
    Section 5.15   Waiver of Stay or Extension Laws.........................................................   59
    Section 5.16   Enforcement by Holders of BUCS...........................................................   59

ARTICLE VI THE TRUSTEE......................................................................................   60
    Section 6.1    Certain Duties and Responsibilities......................................................   60
    Section 6.2    Notice of Defaults.......................................................................   60
    Section 6.3    Certain Rights of Trustee................................................................   60
    Section 6.4    Not Responsible for Recitals or Issuance of Securities...................................   62
    Section 6.5    May Hold Securities......................................................................   62
    Section 6.6    Money Held in Trust......................................................................   62
    Section 6.7    Compensation and Reimbursement...........................................................   63
    Section 6.8    Disqualification; Conflicting Interests..................................................   63
    Section 6.9    Corporate Trustee Required; Eligibility..................................................   63
    Section 6.10   Resignation and Removal; Appointment of Successor........................................   64



                                       ii



                                                                                                             
    Section 6.11   Acceptance of Appointment by Successor...................................................   65
    Section 6.12   Merger, Exchange, Consolidation or Succession to Business................................   65
    Section 6.13   Preferential Collection of Claims Against the Company....................................   66

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...............................................   66
    Section 7.1    Company to Furnish Trustee Names and Addresses of Holders................................   66
    Section 7.2    Preservation of Information; Communications to Holders...................................   66
    Section 7.3    Reports by the Trustee...................................................................   66
    Section 7.4    Reports by the Company...................................................................   67

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........................................   67
    Section 8.1    When News Corporation or the Company May Merge or Transfer Assets........................   67
    Section 8.2    Successor Substituted....................................................................   68

ARTICLE IX SUPPLEMENTAL INDENTURES..........................................................................   69
    Section 9.1    Supplemental Indentures Without Consent of Holders.......................................   69
    Section 9.2    Supplemental Indentures with Consent of Holders..........................................   69
    Section 9.3    Execution of Supplemental Indentures.....................................................   71
    Section 9.4    Effect of Supplemental Indentures........................................................   71
    Section 9.5    Conformity with Trust Indenture Act......................................................   71
    Section 9.6    Reference in Securities to Supplemental Indentures.......................................   71

ARTICLE X COVENANTS; REPRESENTATIONS AND WARRANTIES.........................................................   71
    Section 10.1   Payment of Securities....................................................................   71
    Section 10.2   Maintenance of Offices or Agencies.......................................................   71
    Section 10.3   Amounts for Security Payments to Be Held in Trust........................................   72
    Section 10.4   Statement by Officers as to Default......................................................   73
    Section 10.5   Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust.........   73
    Section 10.6   Payment of Expenses of the Trust.........................................................   74
    Section 10.7   Delivery of Certain Information..........................................................   74
    Section 10.8   Calculation of Original Issue Discount...................................................   75

ARTICLE XI EXCHANGE OF SECURITIES...........................................................................   75
    Section 11.1   Exchange Privilege.......................................................................   75
    Section 11.2   Fractional Shares........................................................................   78
    Section 11.3   Taxes on Exchange........................................................................   78
    Section 11.4   BSkyB ADSs...............................................................................   78

ARTICLE XII GUARANTEE.......................................................................................   78
    Section 12.1   Guarantee................................................................................   78
    Section 12.2   Obligations of Guarantees Unconditional..................................................   80
    Section 12.3   Execution of Guarantees..................................................................   80
    Section 12.4   Release of a Guarantor...................................................................   81



                                      iii



                                                                                                             
    Section 12.5   Withholding..............................................................................   81

ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS................................   82
    Section 13.1   No Recourse..............................................................................   82



                                       iv



     INDENTURE, dated as of March 21, 2003 among (i) NEWS AMERICA INCORPORATED,
a corporation duly organized and existing under the laws of the State of
Delaware (the "Company"), (ii) THE NEWS CORPORATION LIMITED (A.C.N. 007 910
330), a corporation duly organized and existing under the laws of Australia
("News Corporation") and FEG HOLDINGS, INC., FOX ENTERTAINMENT GROUP, INC.,
HARPERCOLLINS PUBLISHERS INC., HARPERCOLLINS (UK), NEWS AMERICA MARKETING FSI,
INC., NEWS INTERNATIONAL plc, NEWS LIMITED, NEWS PUBLISHING AUSTRALIA LIMITED,
NEWS SECURITIES B.V. and NEWSCORP INVESTMENTS (each, together with News
Corporation, a "Guarantor" and, collectively, the "Guarantors"), and (iii) THE
BANK OF NEW YORK, a New York banking corporation, as Trustee hereunder (the
"Trustee").

                            RECITALS OF THE COMPANY:

     News Corporation Finance Trust II, a Delaware statutory trust (the
"Trust"), formed under the Amended and Restated Declaration of Trust among the
Company, as Sponsor, The Bank of New York, as property trustee and The Bank of
New York (Delaware) (the "Delaware Trustee") and Arthur M. Siskind, David F.
DeVoe and Paula M. Wardynski (the "Regular Trustees"), as trustees, dated as of
March 21, 2003 (the "Declaration") will issue and sell up to 1,750,000 of its
0.75% Senior Exchangeable BUCS(SM) (the "BUCS") with an original stated
liquidation preference of $1,000 per BUCS, having an aggregate original stated
liquidation preference with respect to the assets of the Trust of
$1,750,000,000.

     The trustees of the Trust, on behalf of the Trust, will execute and deliver
to the Company common securities evidencing an ownership interest in the Trust,
registered in the name of the Company, in an aggregate amount up to 17,677
common securities with an original stated liquidation amount of $1,000 per
common security, having an aggregate original stated liquidation amount with
respect to the assets of the Trust of $17,677,000 (the "Common Securities").

     The Trust will use the proceeds from the sale of the BUCS and the Common
Securities to purchase from the Company Debentures (as defined below) in an
aggregate original principal amount of $1,517,677,000 (or up to an aggregate
amount of $1,767,677,000 if certain of the Initial Purchasers exercise their
option to purchase up to an additional 250,000 BUCS).

     News Corporation is guaranteeing the payment of distributions on the BUCS,
and payment of the Redemption Price, Purchase Price and payments on liquidation
with respect to the BUCS, to the extent provided in the Preferred Securities
Guarantee (the "Preferred Securities Guarantee") between News Corporation and
The Bank of New York, as guarantee trustee, for the benefit of the holders of
the BUCS from time to time.

     The Company has duly authorized the creation of an issue of its 0.75%
Senior Exchangeable Debentures due March 15, 2023 (the "Debentures") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.



     All actions necessary to constitute the Securities (as hereinafter
defined), when executed by the Company and authenticated and delivered
hereunder, the valid and legally binding obligations of the Company, and to
constitute this Indenture a valid and legally binding agreement of the Company,
in accordance with their and its terms, have been accomplished.

                           RECITALS OF THE GUARANTORS:

     The Guarantors are guaranteeing the payment of principal, redemption
payments, repurchase obligations, exercise payments and interest of the
Debentures (the "Guarantees"), to the extent provided in this Indenture for the
benefit of the holders of the Debentures from time to time.

     The Guarantors have duly authorized the execution and delivery of this
Indenture to provide, with respect to each Security issued hereunder, the
Guarantees provided for herein.

     All actions necessary to constitute this Indenture and the Guarantees
herein a valid and legally binding agreement of the Guarantors, in accordance
with their terms, have been accomplished.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as hereinafter defined) thereof, the Company, the Guarantors and
the Trustee covenant and agree, for the equal and proportionate benefit of all
Holders of the Securities, as follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     Section 1.1 Provisions of General Application. (a) For all purposes of this
Indenture, except as otherwise expressly provided herein or unless the context
otherwise requires:

          (1) the terms defined in this Article I have the meanings assigned to
     them in such Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference to another statute or
     defined by Commission (as hereinafter defined) rule, have the meanings
     assigned to them by such definitions;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

          (4) references to Articles and Sections herein shall be deemed to be
     references to the Articles and Sections of this Indenture unless the
     context indicates otherwise; and

                                       2



          (5) the words "herein," "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     (b) Definitions.

     "Additional Distribution" shall mean any distribution to Holders of the
Debentures made pursuant to Section 2.13 in respect of a Reference Share
Distribution.

     "Adjusted Principal Amount" shall mean, for each $1,000 Original Principal
Amount of the Debentures, $1,000, minus any and all Extraordinary Additional
Distributions and any Yield Adjustments made in respect to such Original
Principal Amount of Debentures pursuant to Section 2.11.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Authorized Officers" means any Officers duly authorized to take the
actions specified.

     "Average Transaction Consideration" means, with respect to a holder of one
Reference Share in a Reference Share Offer, (a) the aggregate consideration
actually paid or distributed in respect of all Reference Shares accepted in such
Reference Share Offer, divided by (b) the total number of Reference Shares
outstanding immediately prior to the expiration of the Reference Share Offer and
entitled to participate in such Reference Share Offer.

     "Board of Directors," when used with reference to the Company or a
Guarantor, means the board of directors of the Company or the applicable
Guarantor, as the case may be, or a duly authorized committee of the board of
directors of the Company or the applicable Guarantor, as the case may be, for
the purpose of taking any action hereunder.

     "Board Resolution," when used with reference to the Company or a Guarantor,
means a resolution or resolutions, certified by the Secretary or an Assistant
Secretary of the Company or the applicable Guarantor, as the case may be, to
have been duly adopted by its Board of Directors and to be in full force and
effect on the date of such certification.

     "BSkyB" means British Sky Broadcasting Group plc, a public limited company
incorporated under the laws of England and Wales.

     "BSkyB ADSs" means American Depositary Shares of BSkyB, each representing
four BSkyB Ordinary Shares as of the date hereof.

     "BSkyB Ordinary Shares" means the ordinary shares of BSkyB, nominal value
50bp per share; "BSkyB Ordinary Share" means each such share.

                                       3



     "BUCS" has the meaning specified in the Recitals to this Indenture.

     "BUCS Guarantee" has the meaning specified in the Recitals to this
Indenture.

     "Business Day" means, with respect to any act to be performed pursuant to
this Indenture, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not (1) a day on which banking institutions in the State of New York are
authorized or obligated by applicable law, regulation or executive order to
close; or (2) a day on which the Corporate Trust Office or the corporate trust
office of the Property Trustee (as defined in the Declaration) is closed for
business.

     "Capital Stock" means, with respect to any Person, any and all shares of,
interests in, rights to purchase, warrants or options to purchase, and
participations or other equivalents of or interests in (however designed), the
capital stock issued by, or equity or ownership interests in, such Person.

     "Change of Control" means the occurrence of the following: any person (as
the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) other than News Corporation, any Subsidiary of News Corporation,
any employee benefit plan of either News Corporation or any Subsidiary of News
Corporation or the Murdoch Family, becomes the beneficial owner of the greater
of (A) 30% or more of the combined voting power of News Corporation's then
outstanding ordinary shares entitled to vote generally for the election of
directors ("Voting Securities") and (B) if the Murdoch Family is the beneficial
owner of, or has the right to vote, more than 30% of the Voting Securities, a
percentage of Voting Securities greater than the percentage of Voting Securities
so owned or voted by the Murdoch Family.

     "Change of Control Triggering Event" means a Change of Control and a Rating
Decline.

     "Closing Price" means, with respect to any security on any date of
determination, the closing sale price (or, if no closing sale price is reported,
the last reported sale price) of that security (regular way) on the principal
securities exchange on which the security is so listed, or if the security is
not so listed on a securities exchange, as reported by the Nasdaq National
Market or, if the security is not so reported, the last quoted bid price for the
security in the over-the-counter market as reported by the National Quotation
Bureau or a similar organization. In the event that no such quotation is
available for that day, News Corporation's Board of Directors will be entitled
to determine the Closing Price on the basis of those quotations that it in good
faith considers appropriate, unless "Closing Price" is to be determined for
purposes of valuing securities to be distributed pursuant to a Reference Share
Distribution and such securities have an aggregate value in excess of
$100,000,000, in which event the Closing Price will be determined by a
nationally recognized investment banking or appraisal firm appointed by the
Company for such purpose. With respect to options, warrants and other rights to
purchase a security, the Closing Price shall be the value of the underlying
security determined as aforesaid, minus the exercise price; and with respect to
securities exchangeable for or convertible into a relevant security, the Closing
Price shall be the Closing Price of the exchangeable or convertible security
determined as aforesaid or, if it has no Closing Price, the fully converted
value based upon the Closing Price of the underlying security determined as
aforesaid. If an "ex-dividend" date for a security occurs during the period used
in determining the security's Current Market Value or Exchange Market Value, the
Closing Price of the security on any day prior to the "ex-dividend"

                                       4



date used in such determination shall be reduced by the amount of the per share
dividend. For this purpose, the amount of a non-cash dividend will be equal to
the amount of the dividend, as of the record date therefor, as determined by a
nationally recognized investment banking firm retained by the Company for this
purpose. In the event the Closing Price is determined in any currency other than
dollars, the Closing Price for any day shall be appropriately adjusted into
Dollars based on the Noon Buying Rate for such currency on such day.

     "Commission" or "SEC" means the Securities and Exchange Commission, or any
successor government agency, or, if, at any time after the execution of this
Indenture, such Commission is not existing and performing substantially the same
duties now assigned to it under the TIA, then the body performing such duties at
such time.

     "Common Equity Securities" means any securities (i) that are common stock
or participate without limitation in earnings and dividends in parity with
common stock and (ii) that are Marketable Securities. For greater certainty, the
term "Common Equity Securities" does not mean warrants, options or other rights
to purchase, or securities exchangeable or convertible into, Common Equity
Securities.

     "Common Securities" has the meaning specified in the Recitals to this
Indenture.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary,
and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee in the
Borough of Manhattan, The City of New York, at which at any particular time its
corporate trust business shall be principally administered.

     "Corporation" includes corporations, incorporated companies and public
limited companies.

     "Current Market Value" means, with respect to any security, the average of
the Volume Weighted Average Price for such security over the 10 Trading Day
period immediately prior to (but not including) the fifth Trading Day preceding
the applicable Redemption Date (or, in the case of Sections 3.8 and 3.9, the
Purchase Date).

     "Debentures" has the meaning specified in the Recitals to this Indenture.

     "Declaration" has the meaning specified in the Recitals to this Indenture.

     "Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

     "Delaware Trustee" has the meaning specified in the Recitals to this
Indenture.

     "Depositary" means with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.06(a) and the
Depositary with respect to such Securities until a successor shall have been
appointed, and become such pursuant to the applicable provisions if this
Indenture, and thereafter "Depositary" shall mean or include such successor.

                                       5



     "Depository Trust Company" or "DTC" means The Depository Trust Company, a
limited-purpose trust company organized under the New York Banking Law, or any
successor thereto.

     "Direct Action" means a proceeding directly instituted by a holder of a
BUCS (in accordance with Section 5.16) for enforcement of payment to such holder
of any interest, principal, redemption, Change of Control purchase price or
other payment on the Securities having an Original Principal Amount equal to the
aggregate original stated liquidation preference of BUCS of such holder on or
after the respective due date specified in the Securities, if a Declaration
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Company or the Guarantors to make any payment on the
Securities on the date such amount is otherwise payable.

     "Dissolution Event" means that, as a result of the occurrence and
continuation of a Tax Event, the Trust is to be dissolved in accordance with the
Declaration and the Securities held by the Property Trustee are to be
distributed to the holders of the BUCS and the Common Securities issued by the
Trust pro rata in accordance with the Declaration.

     "Dollar" or "$" means a United States dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Exchange Agent" means any Person, which may be the Company or any of its
Affiliates. The Company initially authorizes the Trustee to act as Exchange
Agent and may at any time, from time to time, authorize one or more Persons
(including the Company) to act as Exchange Agent in addition to or in place of
the Trustee.

     "Exchange Date" shall mean, with respect to any Notice of Exchange, the
date on which the Notice of Exchange and all documents, instruments and payments
required to be tendered in connection with the related exchange have been
received by the Exchange Agent provided, that if all such required documents are
received by the Exchange Agent after 9:30 a.m., New York City time, the Exchange
Date shall be the next Trading Day.

     "Exchange Market Value" for Securities as of any Exchange Date means the
average of the daily Volume Weighted Average Price for the Reference Shares
during the 10 consecutive Trading Days beginning on the Trading Day following
the Exchange Date times the number of Reference Shares the Holder would be
entitled to receive upon an exchange of such Securities on such Exchange Date.

     "Extraordinary Additional Distribution" means any Additional Distribution
in respect of an Extraordinary Distribution whether of cash or property;
provided that in the event of a Reference Share Offer, the amount of the
Extraordinary Additional Distribution on each Debenture in respect of such
Reference Share Offer shall equal the portion of the Average Transaction
Consideration deemed to be received on the Reference Shares of the class or
series subject to the Reference Share Offer attributable to such Debenture
(immediately prior to giving effect to the Reference Share Proportionate
Reduction relating to that Reference Share Offer) other than the portion of the
Average Transaction Consideration that consists of Common Equity

                                       6



Securities, which themselves become part of the Reference Shares as a result of
the Reference Share Offer Adjustment.

     "Extraordinary Distribution" means any Reference Share Distribution other
than a Regular Cash Dividend.

     "Federal Bankruptcy Code" means the United States Bankruptcy Act (Title 11
of the United States Code), as amended from time to time.

     "Final Period Distribution" means, for each Debenture, (a) all Regular Cash
Dividends on any Reference Shares attributable to such Debenture for which the
ex-dividend date has occurred but which, at the date of determination, have not
been received by the holders of such Reference Shares and (b) all Extraordinary
Distributions on any Reference Shares attributable to such Debenture for which
the ex-dividend date has occurred but which, at the date of determination, have
not been received by the holders of such Reference Shares, but only to the
extent that the value of such Extraordinary Distributions (determined in
accordance with Section 2.13(d) or (e)) exceeds the Adjusted Principal Amount of
such Debenture.

     "GAAP" means generally accepted accounting principles in the jurisdiction
applicable to the principal financial statements of the issuer of the financial
statements to which reference is made in any case in this Indenture, which are
applicable as of the date of determination, provided that the definitions
contained in the Indenture and all ratios and calculations under the covenants
described herein shall be determined in accordance with GAAP as in effect on the
date of this Indenture.

     "Guarantees" means the guarantees of the Guarantors endorsed on the
Securities and shall include the guarantees set forth in Section 12.1;
"Guarantee" means each such guarantee.

     "Guarantor" or "Guarantors" means the Persons named as the "Guarantors" in
the first paragraph of this instrument and such other Persons as become
Guarantors pursuant to Article 12 of this Indenture until any successor
corporation shall have become such with respect to any Guarantor pursuant to the
applicable provisions of this Indenture, and thereafter "Guarantors" shall
include any such successor corporations; provided, however, that upon (a) the
sale or disposition (by merger or otherwise) of a Guarantor (other than News
Corporation) to an entity which is not a direct or indirect Restricted
Subsidiary of News Corporation or (b) the unconditional and full release in
writing of a Guarantor (other than News Corporation) from all obligations under
guarantees of the Revolving Credit Agreement, that Guarantor shall be deemed
released from all obligations under its Guarantee without any further action
required on the part of the Trustee or any Holder; and thereafter "Guarantors"
shall exclude such released Guarantor.

     "Guarantor Request" and "Guarantor Order" mean, respectively, a written
request or order signed in the name of the Guarantor by its Chairman of the
Board, its Vice Chairman of the Board, its President or a Vice President, and by
its Treasurer or an Assistant Treasurer, or its Secretary or an Assistant
Secretary, and delivered to the Trustee.

     "Holder" or "Security holder" means the Person in whose name a Security
(including the Guarantee endorsed thereon) is registered in the Security
Register.

     "Initial Purchasers" means Salomon Smith Barney Inc. and J.P. Morgan
Securities Inc.

                                       7



     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Interest Period" means each period from and including the most recent
Interest Payment Date or, if no interest has been paid on the Debentures, from
and including the issue date of the Debentures, to but excluding the next
applicable Interest Payment Date or the Stated Maturity of the principal of the
Debentures.

     "Investment Grade" means a rating of BBB- or higher by S&P or a rating of
Baa3 or higher by Moody's or the equivalent of such ratings.

     "Majority in Liquidation Amount of Trust Securities" means a majority of
the sum of the original liquidation preference of the BUCS plus the aggregate
liquidation amount of the Common Securities.

     "Marketable Security" means any securities listed on a U.S. national
securities exchange or reported by the Nasdaq Stock Market or listed on a
recognized international securities exchange or traded in the over-the-counter
market and quoted by at least two broker-dealers as reported by the National
Quotation Bureau or similar organization, including as Marketable Securities
options, warrants and other rights to purchase, and securities exchangeable for
or convertible into, Marketable Securities.

     "Moody's" means Moody's Investor Service, Inc. and its successors.

     "Murdoch Family" means K. Rupert Murdoch, his wife, parents, children, or
brothers or sisters or children of brothers or sisters or grandchildren, grand
nieces and grand nephews and other members of his immediate family or any trust
or any other entity directly or indirectly controlled by one or more members of
the Murdoch Family described above ("controlled entities"). A trust shall be
deemed controlled by the Murdoch Family if the majority of the trustees are
members of the Murdoch Family or can be removed or replaced by any one or more
members of the Murdoch Family or the controlled entities.

     "Nasdaq Stock Market" means The Nasdaq Stock Market, a subsidiary of the
National Association of Securities Dealers, Inc.

     "News Consolidated Group" means News Corporation and its Subsidiaries which
are consolidated under GAAP.

     "News Corporation" means The News Corporation Limited (A.C.N. 007 910 330),
a corporation duly organized and existing under the laws of Australia, or a
successor entity pursuant to merger, consolidation, amalgamation or other
reorganization.

     "News Corporation Finance Trust II" means News Corporation Finance Trust
II, a Delaware statutory trust created by the filing of a certificate of trust
in the State of Delaware on March 18, 2003.

                                       8



     "News Corporation Preferred ADRs" means American Depositary Receipts
evidencing News Corporation Preferred ADSs issued from time to time by the News
Depositary; "News Corporation Preferred ADR" means each such receipt.

     "News Corporation Preferred ADSs" means American Depositary Shares,
evidenced by News Corporation Preferred ADRs, issued from time to time by the
News Depositary, each such share representing, as of the date hereof, four News
Corporation Preferred Ordinary Shares; "News Corporation Preferred ADS" means
each such American Depositary Share.

     "News Corporation Preferred Ordinary Shares" means the preferred limited
voting ordinary shares of News Corporation; "News Corporation Preferred Ordinary
Share" means each such share.

     "News Deposit Agreement" means the Amended and Restated Deposit Agreement,
dated as of December 3, 1996, as amended to the date hereof, and as it may
subsequently be amended, among News Corporation, Citibank, N.A., as depositary,
and the holders from time to time of Preferred ADSs, or any successor to such
deposit agreement.

     "News Depositary" means the depositary (presently Citibank, N.A.) under the
News Deposit Agreement.

     "Noon Buying Rate" means the noon buying rate in New York City for the
relevant currency in question as certified for customs purposes by the Federal
Reserve Bank of New York.

     "Noteholder" means the Person in whose name a Debenture Note (including the
Guarantee endorsed thereon) is registered in the Security Register.

     "Notice of Exchange" means the Notice of Exchange given to the Exchange
Agent by a Holder of its request to exchange Debentures pursuant to Article
Eleven.

     "NYSE" means the New York Stock Exchange, or any successor thereto.

     "Officer," with respect to the Company or a Guarantor, means its Chairman,
any of its Vice Chairmen, its President, any of its Vice Presidents, its
Treasurer or any of its Assistant Treasurers or its Secretary or any of its
Assistant Secretaries, as the case may be, or any individual routinely
performing corresponding functions with respect to such Person.

     "Officers' Certificate," when used with reference to the Company or a
Guarantor, means a written certificate containing the information specified in
Section 1.2, executed by its Chairman, one of its Vice Chairmen, its President
or one of its Vice Presidents, and by its Treasurer or one of its Assistant
Treasurers or its Secretary or one of its Assistant Secretaries, or any
individual routinely performing corresponding functions with respect to such
Person, as the case may be, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion containing the information
specified in Section 1.2, furnished by legal counsel, who may be the general
counsel of the Company or News Corporation, and delivered to the Trustee.

     "Original Principal Amount" means the face value of $1,000 principal amount
per Debenture.

                                       9



     "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except: (i) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation; (ii) Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided, that if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and
(iii) Securities that have been paid pursuant to Section 2.4 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company, provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a responsible officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay for,
purchase or redeem the Securities on behalf of the Company. The Paying Agent
shall initially be the Trustee.

     "Person" or "person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any entity of
whatever nature.

     "Property Trustee" has the meaning specified in the Declaration.

     "Rating Agencies" means (i) S&P and (ii) Moody's or (iii) if S&P or Moody's
or both shall not make a rating of the BUCS publicly available, a nationally
recognized securities rating agency or agencies, as the case may be, selected by
News Corporation, which shall be substituted for S&P or Moody's or both as the
case may be, so that there shall always be two nationally recognized securities
rating agencies rating the BUCS.

     "Rating Category" means (i) with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (ii)
with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and
D (or equivalent successor categories); and (iii) the equivalent of any such
category of S&P or Moody's used by another Rating Agency. In determining whether
the rating of the BUCS has decreased by one or more gradations, gradations
within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's; or the
equivalent gradations for another Rating Agency) shall be taken into account
(e.g., with respect

                                       10



to S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+ will
constitute a decrease of one gradation).

          "Rating Date" means the date which is 90 days prior to the earlier of
(i) a Change of Control or (ii) a public notice of the occurrence of a Change of
Control or the intention by News Corporation to effect a Change of Control.

          "Rating Decline" means the occurrence of the following on, or within
90 days after the earlier of (i) the occurrence of a Change of Control or (ii)
public notice of the occurrence of a Change of Control or the intention by News
Corporation to effect a Change of Control (which period shall be extended so
long as the rating of the BUCS is under publicly announced consideration for a
possible downgrade by any of the Rating Agencies), (a) in the event the BUCS are
rated by either Rating Agency on the Rating Date as Investment Grade, the rating
of the BUCS shall be reduced so that the BUCS are rated below Investment Grade
by both Rating Agencies, or (b) in the event the BUCS are rated below Investment
Grade by both Rating Agencies on the Rating Date, the rating of the BUCS by
either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories as well as between Rating Categories).

          "Redemption Date" means the date specified for redemption of any of
the Securities in accordance with the terms of the Securities and of Section
3.1.

          "Redemption Price" means the price to be paid by the Company upon any
redemption of any of the Securities, as set forth in Section 3.1.

          "Redemption Tax Opinion" has the meaning set forth in the Declaration.

          "Reference Company" shall mean BSkyB, for so long as any Reference
Shares are BSkyB Ordinary Shares, and any other issuer of a Reference Share.

          "Reference Share" shall initially mean one BSkyB Ordinary Share; and
after the date hereof shall mean and include each share or fraction of a share
of Common Equity Securities received by a holder of a Reference Share in respect
of that Reference Share, and, to the extent the Reference Share remains
outstanding after any of the following events but without duplication, including
the Reference Share outstanding immediately prior thereto, in each case directly
or as the result of successive applications of this paragraph upon any of the
following events: (i) a distribution on or in respect of a Reference Share, made
in Reference Shares; (ii) the combination of a Reference Share into a smaller
number of shares or other units; (iii) the subdivision of outstanding shares or
other units of a Reference Share; (iv) the conversion or reclassification of
Reference Shares by issuance or exchange of other Common Equity Securities; (v)
any Common Equity Securities issued for a Reference Share in any consolidation,
merger or similar and equivalent process of a Reference Company, or any
surviving entity or subsequent surviving entity of a Reference Company (referred
to herein as a "Reference Company Successor"), with or into another entity
(other than any Common Equity Securities issued in connection with (A) a
Reference Share Offer or (B) a merger, consolidation or similar and equivalent
process in which (x) the Reference Company is the continuing corporation and in
which the Reference Shares outstanding immediately prior to the merger,
consolidation or

                                       11



similar and equivalent process are not exchanged for cash, securities or other
property of the Reference Company or another corporation or (y) an election is
given as to the consideration to be received by a holder of Reference Shares);
(vi) any Common Equity Securities issued in exchange for a Reference Share in
any statutory exchange of securities of a Reference Company or any Reference
Company Successor with another corporation (other than any Common Equity
Securities issued in connection with (A) a Reference Share Offer or (B) a
statutory exchange of securities in which (x) the Reference Company is the
continuing corporation and in which the Reference Shares outstanding immediately
prior to the statutory exchange are not exchanged for cash, securities or other
property of the Reference Company or another corporation or (y) an election is
given as to the consideration to be received by a holder of Reference Shares);
(vii) any Common Equity Securities received in exchange for a Reference Share as
part of the Average Transaction Consideration deemed received in any Reference
Share Offer.

          "Reference Share Distribution" means any dividend or other
distribution on or in respect of the Reference Shares, including payments and
distributions in connection with (i) the consolidation, merger or similar or
equivalent process of a Reference Company or Reference Company Successor, a
statutory exchange of securities of a Reference Company or Reference Company
Successor or (ii) any Reference Share Offer, but shall not include any dividend
or other distribution made in the form of additional Reference Shares.

          "Reference Share Offer" means any tender offer or exchange offer made
for 10% or more of the outstanding shares of a class or series of Reference
Shares of a Reference Company or any consolidation (or similar or equivalent
process), merger or statutory exchange involving a class or series of Reference
Shares of a Reference Company in which an election is given to holders of such
Reference Shares as to the consideration to be received in the transaction;
provided, however, that a loan-share alternative shall not be deemed to be an
election of consideration.

          "Reference Share Offer Adjustment" means (a) an adjustment to the
Reference Shares attributable to each Debenture involved in a Reference Share
Offer to include the portion of the Average Transaction Consideration received
in such Reference Share Offer that consists of Reference Shares, and (b) a
reduction in the number of Reference Shares attributable to each Debenture
involved in a Reference Share Offer immediately prior to such Reference Share
Offer by the Reference Share Proportionate Reduction.

          "Reference Share Proportionate Reduction" means a proportionate
reduction in the number of Reference Shares which are the subject of the
applicable Reference Share Offer and attributable to each Debenture, calculated
in accordance with the following formula:

                  X
             R =  -
                  N

        R =  the fraction by which the number of Reference Shares of the class
             or series of Reference Shares subject to the Reference Share Offer
             and attributable to each Debenture will be reduced;

                                       12



        X =  the aggregate number of Reference Shares of the class or series of
             Reference Shares subject to the Reference Share Offer accepted in
             the Reference Share Offer; and

        N =  the aggregate number of Reference Shares of the class or series of
             Reference Shares subject to the Reference Share Offer outstanding
             immediately prior to the expiration of the Reference Share Offer.

          "Registration Default" means either (a) any Shelf Registration
Statement is not filed with the Securities and Exchange Commission on or prior
to the 120th calendar day following the Closing Time (as defined in the Purchase
Agreement) or (b) any Shelf Registration Statement has not been declared
effective (i) on or prior to the 180th calendar day following the Closing Time
in the case of the Shelf Registration Statement to be filed by News Corporation
and the Trust, and (ii) on or prior to April 2, 2004 in the case of the Shelf
Registration Statement to be filed by BSkyB.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 21, 2003, among the Company, the Trust, News
Corporation and Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as
representatives of the Initial Purchasers.

          "Registration Suspension" means any period of more than 30 consecutive
calendar days or more than 90 days in any consecutive twelve-month period, in
each case, occurring after the Shelf Registration Statements have been declared
effective and during which either such Shelf Registration Statement is not
usable as contemplated by the Registration Rights Agreement.

          "Regular Additional Distribution" means any Additional Distribution as
a result of a Reference Share Distribution that consists of a Regular Cash
Dividend.

          "Regular Cash Dividend" means any cash dividend declared and paid or
payable by a Reference Company on its Reference Shares in accordance with the
Reference Company's publicly announced regular common equity dividend policy,
whether paid as an annual or interim dividend.

          "Regular Record Date" means with respect to any Interest Payment Date,
the March 1 or September 1, immediately preceding such Interest Payment Date.

          "Regular Trustees" has the meaning specified in the Recitals to this
Indenture.

          "Responsible Officer," when used with respect to the Trustee, means
any vice president, any assistant vice president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

          "Restricted Subsidiary" means any Subsidiary of News Corporation.

                                       13



          "Revolving Credit Agreement" means that certain Revolving Credit
Agreement, dated as of May 19, 1993, among the Company and the other borrowers
named therein, the guarantors named therein, the arrangers/managing agents named
therein, the lead managers named therein, the banks named therein and the agents
named therein, as amended and in effect on the date hereof, and as it may be
further amended, supplemented or otherwise modified from time to time by the
parties thereto, or any refinancings, refundings, or renewals thereof.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "S&P" means Standard & Poor's Corporation and its successors.

          "Securities" means any of the Company's Debentures, as amended or
supplemented from time to time, issued under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

          "Shelf Registration Statement" shall mean the registration statements
required to be filed pursuant to the Registration Rights Agreement.

          "Significant Subsidiary" means, at any time, any member of the News
Consolidated Group whose total assets or consolidated revenues (or, where News
Corporation owns directly or indirectly less than 100% of the equity share
capital of such member, that part thereof attributable to News Corporation's
direct or indirect interest therein) are equal to or greater than 5% of the
total assets or consolidated revenues, as the case may be, of the News
Consolidated Group, taken as a whole as at the date of the latest available
consolidated financial statements of the News Consolidated Group prepared in
accordance with GAAP.

          "Stated Maturity," when used with respect to any Security, means the
date specified in such Security as the fixed date on which the principal of such
Security is due and payable.

          "Subsidiary" means, with respect to any Person, (i) a corporation a
majority of whose Capital Stock with voting power, under ordinary circumstances,
to elect directors, is at the time, directly or indirectly, owned by such
person, by one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries thereof or (ii) any Person (other than a corporation) in which
such Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof have at least a majority ownership interest or the power to direct the
policies, management and affairs thereof and shall, with respect to News
Corporation and the Company, include Fox Television Holdings, Inc. and its
Subsidiaries and their respective successors for so long as such entities shall
be regarded to be part of the News Consolidated Group. For purposes of this
definition, any director's qualifying shares or investments by foreign nationals
mandated by applicable law shall be disregarded in determining the ownership of
a Subsidiary.

          "Subsidiary Guarantors" means the Guarantors other than News
Corporation.

                                       14



          "Tax Event" means the receipt by the Property Trustee, on behalf of
the Trust, of an opinion of counsel, rendered by a law firm having a recognized
national tax and securities law practice, which opinion shall not have been
rescinded by such law firm (a "Dissolution Tax Opinion"), to the effect that, as
a result of: (1) any amendment to, or change, including any announced
prospective change, in the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein
affecting taxation, or (2) any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or such pronouncement or decision is announced on or after
the date of this Indenture (collectively, a "Change in Tax Law"), there is more
than an insubstantial risk that: (a) the Trust is, or within 90 days of the date
thereof will be, subject to U.S. federal income tax with respect to income
received or accrued on the Securities, (b) interest paid by the Company on such
Securities is not, or within 90 days of the date thereof will not be, deductible
by the Company, in whole or in part, for U.S. federal income tax purposes, or
(c) the Trust is, or within 90 days of the date thereof will be, subject to more
than a de minimis amount of other taxes, duties or other governmental charges.

          "Trading Day" means each day on which the securities exchange or
quotation system which is used to determine the Current Market Value for BSkyB
Ordinary Shares or News Corporation Preferred ADSs, as applicable, is open for
trading or quotation and such security is not suspended from trading.

          "Transfer Agent" means any Person, which may be the Company or any of
its Affiliates, appointed by the Company as provided in Section 9.2 to register
the transfer of Securities. The Transfer Agent shall initially be the Trustee.

          "Trust" has the meaning specified in the Recitals to this Indenture.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended and in effect on the date of this Indenture, except as provided in
Section 9.5.

          "Trust Securities" means the securities issued by the Trust.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

          "United States" means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

          "United States Person" means an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

          "U.S. Affiliate" means any Affiliate of the Company which is a
corporation organized under the laws of the United States.

          "Volume Weighted Average Price" or "VWAP" for a security for each
Trading Day, with respect to any security on such Trading Day, means the
quotient determined by

                                       15



dividing (i) the sum of each sale price of such security on such day (on the
principal securities exchange on which the security is listed, or if the
security is not listed on a securities exchange, as reported by the Nasdaq
National Market or, if the security is not so reported, the last quoted bid
price for the security in the over-the-counter market as reported by the
National Quotation Bureau or a similar organization) times the number of units
of such security traded at such price on such Trading Day, by (ii) the aggregate
number of units of such security traded on such exchange during such Trading
Day. In the event such Price is determined in any currency other than dollars,
the Closing Price for any day shall be appropriately adjusted into Dollars based
on the Noon Buying Rate for such currency on such day. The "Volume Weighted
Average Price" for a security for a specified number of Trading Days shall mean
the sum of the Volume Weighted Average Price for such security for each such
specified Trading Day, divided by the number of such specified days. In
calculating the Volume Weighted Average Price for a security for any Trading
Day, if no sale price is available for such day, that day, that day shall be
disregarded and an additional Trading Day shall be added to the measurement
period. If an "ex-divided" date for a security occurs during the period used in
determining the security's Volume Weighted Average Price for a specified number
of days, Volume Weighted Average Price of the security on any day prior to the
"ex-dividend" date use in such determination shall be reduced by the amount of
the per share dividend. For this purpose, the amount of a non-cash dividend will
be equal to the amount of the dividend, as of the record date therefore, as
determined by a nationally recognized investment banking firm retained by the
Company for this purpose.

          "Yield Adjustment" means any adjustment required to be made to the
Adjusted Principal Amount on any Interest Payment Date following any
Extraordinary Additional Distribution (except for the Interest Payment Date
immediately following such Extraordinary Additional Distribution) so that the
interest payment on such Interest Payment Date does not represent an annualized
yield in excess of 0.75% on the Adjusted Principal Amount of the Debentures
during the semi-annual period immediately preceding such Interest Payment Date.

          (c) Other Terms Defined Elsewhere in this Indenture.

          Term                                         Defined in Section
          ----                                         ------------------
          Act                                                 1.4(a)
          Additional Amount                                  12.5
          Additional Interest                                 2.12(b)
          Cash                                                3.1(b)
          Change of Control Purchase Date                     3.9(a)
          Change of Control Purchase Notice                   3.10(c)(i)
          Change of Control Purchase Price                    3.9(a)
          Company Notice                                      3.8(f)
          Company Notice Date                                 3.8(f)
          Company Surviving Entity                            8.1(1)
          Defaulted Interest                                  2.12(d)
          Designated Institution                             11.1(g)
          Event Date                                          2.12(b)(4)
          Event of Default                                    5.1
          Exchange Day                                       11.1(g)
          Exchange Notice Date                               11.1(a)
          Exchange Rate                                      11.1(a)
          Global Security                                     2.6(a)(i)
          Hold                                                2.5

                                       16



          Term                                         Defined in Section
          ----                                         ------------------
          Interest Payment Date                               2.12
          Ministerial Action                                  3.7
          News Corporation Surviving Entity                   8.1(1)
          90-Day Period                                       3.7
          Non Book-Entry BUCS                                 2.6(a)(ii)
          Permitted Jurisdiction                              8.1
          Purchase Consideration                              3.8(b)
          Purchase Date                                       3.8(a)
          Purchase Notice                                     3.8(a)(1)
          Purchase Price                                      3.8(a)
          Redemption Consideration                            3.1(b)
          Rule 144 Information                               10.7
          Security Register                                   2.3
          Security Registrar                                  2.3
          Time of Determination                              11.6

     Section 1.2 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act or reasonably
requested by the Trustee in connection with such application or request. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the applicable
requirements of the Trust Indenture Act and any other applicable requirement set
forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

          (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he or
she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such individual,
such covenant or condition has been complied with.

     Section 1.3 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to

                                       17



other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

          Any certificate or opinion of an Officer of the Company or of News
Corporation, on behalf of the Company or the Guarantors, may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company or any of the
Guarantors or News Corporation, on behalf of the Company or any of the
Guarantors, stating that the information with respect to such factual matters is
in the possession of the Company or any of the Guarantors, as the case may be,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which such certificate or opinion are based are erroneous.

          In any instance in which any Person is required to make, provide or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

     Section 1.4 Acts of Holders of Securities.

          (a) Any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided by this Indenture to be provided or
taken by Holders may be embodied in, and evidenced by, one or more instruments
of substantially similar tenor signed by such Holders in person or by their
agent duly appointed in writing. Except as otherwise expressly provided herein,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company or News Corporation or to each of them. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee, the Company and the
Guarantors, if made in the manner provided in this Section 1.4.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a Person acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee or the Company,
as the case may be, deems sufficient.

                                       18



          (c) The principal amount and serial numbers of Securities held by any
Person, and the date of such Person's holding the same, shall be conclusively
proven by reference to the Security Register, except in cases of manifest error.

          (d) If the Company or any Guarantor shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company or News Corporation, on behalf of the Company or any Guarantor, as
the case may be, may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company or News Corporation, on behalf of the Company or any Guarantor,
as the case may be, shall have no obligation to do so. Any such record date
shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not more than 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be provided before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities then outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Securities then outstanding shall be computed as of such record date; provided,
that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record date.

          (e) Any request, demand, authorization, direction, notice, consent,
election, waiver, agreement or other Act of the Holder of any Security shall
bind every future Holder of the same Security, and the Holder of every Security
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Trustee, the Company or any guarantor in reliance thereon, whether or not
notation of such action is made upon such Security.

          (f) Without limiting the foregoing, a Holder entitled hereunder to
give or take any such action with regard to any particular Security may do so
with regard to all or any part of the Adjusted Principal Amount held by it of
such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of such
Adjusted Principal Amount.

     Section 1.5 Notices, Etc., to Trustee, the Company and News Corporation.
Any request, demand, authorization, direction, notice, consent, election,
waiver, Act or other document provided or permitted by this Indenture to be made
upon, provided or furnished to, or filed with:

               (1) the Trustee by any Holder or by the Company or any Guarantor
     shall be sufficient for every purpose hereunder if made, provided,
     furnished or filed in writing (which may be via facsimile) to or with the
     Trustee at the Corporate Trust

                                       19



     Office, 101 Barclay Street, New York, New York, 10286, Attention: Corporate
     Trust Administration; or

               (2) the Company by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing, mailed, first-class postage prepaid, or delivered,
     addressed to it at News America Incorporated, 1211 Avenue of the Americas,
     New York, New York 10036, to the attention of its General Counsel, or at
     such other notice address as shall have been most recently furnished in
     writing to the Trustee by the Company or News Corporation, as the case may
     be.

     Section 1.6 Notice to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at such Holder's address
as it appears in the Security Register, not earlier than the earliest date, and
not later than the latest date, prescribed herein for the giving of such notice.

          In any event where notice to Holders is provided by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder.

          In any instance in which this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

     Section 1.7 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

     Section 1.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.9 Successors and Assigns. All covenants and agreements in this
Indenture by the Company and the Guarantors shall bind their respective
successors and assigns, whether so expressed or not.

                                       20



     Section 1.10 Separability Clause. In the event that any provision in this
Indenture or in the Securities or Guarantees shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions thereof shall not in any way be affected or impaired thereby.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities or Guarantees, express or implied, shall provide to any Person, other
than the parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. Subject to the following sentence, this
Indenture and each of the Securities (including the Guarantees) shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws. Upon qualification under the
Trust Indenture Act, this Indenture will be subject to the provisions of the
Trust Indenture Act that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.

     Section 1.13 Legal Holidays. If any date specified in this Indenture, the
Securities or the Guarantees for the occurrence of any event (including without
limitation, the providing of notice and the making of a payment) shall not be a
Business Day at the place of the occurrence of such event, then such event shall
occur on the next succeeding date that is a Business Day at such place with the
same force and effect as if such event had occurred on the date originally
specified; it being understood that if such event is a payment in respect of the
Securities or the Guarantees and such payment is so made on such succeeding
Business Day, Original Issue Discount or interest, if any, as applicable, shall
accrue in respect of the period until such payment is actually made.

     Section 1.14 Service of Process. By the execution and delivery of this
Indenture, each Guarantor irrevocably designates and appoints the Company, with
an address on the date hereof at 1211 Avenue of the Americas, New York, New York
10036, United States of America, as such Guarantor's authorized agent upon which
process may be served in any suit or proceeding arising out of or relating to
the Securities, the Guarantees or this Indenture. Such suit may be instituted in
any state or federal court in the City of New York. The Company and each
Guarantor hereby submit to the jurisdiction of any such court or of any court of
the Australian Capital Territory, exclusive of the jurisdiction of any court of
any other State or Territory of Australia in any such suit or proceeding, and
agree that service of process upon the Company, and written notice of such
service to any Guarantor (mailed or delivered to it at its principal office as
set forth in Schedule I hereto), shall be deemed in every respect effective
service of process upon such Guarantor in any such suit or proceeding. Each
Guarantor further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary or
appropriate to continue such designation and appointment of the Company in full
force and effect so long as any of the Securities and the Guarantees shall be
outstanding.

         The Company has provided written notice to the Guarantors and the
Trustee of its agreement to act as each Guarantor's authorized agent upon which
process may be served in any such suit or proceeding and to provide written
notice of such service to such Guarantor (mailed

                                       21



or delivered to it at such Guarantor's principal office as set forth in Schedule
I hereto) or at such other address as such Guarantor notifies the Trustee. The
Company (or another U.S. Affiliate of News Corporation which may be the
Company's successor agent to accept service of process hereunder, upon prior
written notice to the Trustee) agrees to maintain its corporate existence and to
be incorporated under the laws of the United States, and (ii) the Company (or
such successor) will not change its address without first having provided
written notice thereof to the Trustee.

                                   ARTICLE II

                                 THE SECURITIES

     Section 2.1 Forms; Denominations. The Securities, the Guarantees endorsed
thereon and the Trustee's certificate of authentication shall be substantially
in the form of Exhibit A hereto, which is part of this Indenture. The Securities
and the Guarantees may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company and each Guarantor). The Company and the Guarantors
shall provide any such notations, legends or endorsements to the Trustee in
writing. Each Security shall be dated the date of its authentication.

         (a)     Initial Issuance to Property Trustee. The Securities initially
issued to the Property Trustee of the Trust shall be in the form of one or more
individual certificates in definitive, fully registered form without
distribution coupons, substantially in the form of Exhibit A hereto.

         The Securities may have such additional provisions, omissions,
variations or substitutions as are not inconsistent with the provisions of this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with this Indenture, any law or with any rules made pursuant thereto or with the
rules of any securities exchange or governmental agency or as may, consistently
herewith, be determined by the Authorized Officers executing such Securities, as
conclusively evidenced by their execution of such Securities. All Securities
shall be otherwise substantially identical except as to denomination and as
provided herein.

     Section 2.2 Execution, Authentication and Delivery. The Securities shall be
executed on behalf of the Company by its Chairman, one of its Vice Chairmen, its
President or one of its Vice Presidents, attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these Officers on the Securities
may be manual or facsimile.

         Securities bearing the manual or facsimile signature of any Person who
was at any time a proper Officer of the Company shall bind the Company,
notwithstanding that such Person has ceased to hold such office prior to the
authentication and delivery of such Securities or did not hold such office at
the date of authentication of such Securities.

         No Security and no Guarantee endorsed thereon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such

                                       22



Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

         The Trustee shall authenticate and make available for delivery
Securities for original issue in an aggregate Original Principal Amount of up to
$1,750,000,000, upon a Company Order or Company Orders without any further
action by the Company. The aggregate Securities outstanding at any time may not
exceed that amount set forth in the foregoing sentence, except as provided in
Section 2.4.

         Reference is made to Article 12 concerning the execution and delivery
of the Guarantees.

     Section 2.3 Registration; Registration of Transfer and Exchange. (a) The
Company shall cause to be maintained at the Corporate Trust Office a register
(the register maintained in such office and in any other office or agency
appointed in or pursuant to Section 10.2 as a Transfer Agent, the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration and transfers of Securities. All
Securities hereunder shall be issued in registered form. The Security Register
shall be in written form or any other form capable of being exchanged or
converted into written form within a reasonable time. At all reasonable times,
the Security Register shall be open to inspection by the Trustee. The Trustee
and each Transfer Agent are hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

         Upon surrender for registration of transfer of any Security, together
with a written instrument of transfer satisfactory to the Security Registrar, at
an office or agency of the Company appointed in or pursuant to Section 10.2 for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denomination or denominations and of the same
aggregate Original Principal Amount having endorsed on each such new Security a
Guarantee duly executed by the Guarantors or their attorneys.

         At the option of each holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations and of the same
aggregate Original Principal Amount, upon surrender of the Securities to be
exchanged at any such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive having endorsed on each such new Security a Guarantee duly
executed by the Guarantors or their attorneys.

         All Securities, and the Guarantees endorsed thereon, issued upon any
registration of transfer or exchange of Securities shall be the valid
obligations of the Company and the Guarantors, respectively, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

                                       23



         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company, the Guarantors or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar, duly executed by
the Holder or such Holder's attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Trustee, the Company or the Guarantors shall
have the right to require payment from the Holder requesting any such
registration of transfer or exchange of an amount in Dollars sufficient to pay
or discharge any tax or other governmental charge that may be imposed in
connection with such registration of transfer or exchange and any other amounts
required to be paid by the provisions of the Securities.

         The Company and the Security Registrar shall not be required (i)
following the determination to redeem any Security, to issue, to register the
transfer of or to exchange any Security during a period beginning at the opening
of business in New York 15 days before any selection of Securities to be
redeemed and ending at the close of business on the day of the publication or
mailing of the relevant notice of redemption, (ii) following the selection of
Securities to be redeemed in whole or in part, to register the transfer of or to
exchange any Security selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to register
the transfer of or to exchange any Security in respect of which a Purchase
Notice or a Change of Control Purchase Notice has been provided and not
withdrawn by the Holder thereof in accordance with the terms hereof (except in
the case of a Security to be purchased in part, the portion thereof not to be
purchased).

         The Trustee, as agent of the Company for this purpose, shall maintain
at its Corporate Trust Office the Security Register for the registration of
transfers and exchanges of Securities. Upon presentation for transfer or
exchange of any Security at the office of a Transfer Agent accompanied by a
written instrument of transfer or exchange in the form approved by the Company
(it being understood that, until notice to the contrary is given to Holders of
Securities, the Company shall be deemed to have approved the form of instrument
of transfer or exchange, if any, printed on any Security), executed by the
registered Holder, in person or by such Holder's attorney thereunto duly
authorized in writing, such Security shall be transferred upon the Security
Register and, to the extent applicable, a new Security shall be authenticated
and issued in the name of the transferee.

         (b) Notwithstanding any provision to the contrary herein, so long as a
global Security remains outstanding and is held by or on behalf of the U.S.
Depositary, transfers of a global Security, in whole or in part, shall only be
made in accordance with Section 2.6 and this Section 2.3(b).

              (i) Transfers in General. Subject to clause (ii) of this Section
       2.3(b), transfers of a global Security shall be limited to transfers of
       such global Security in whole, but not in part, to nominees of the U.S.
       Depositary or to a successor of the U.S. Depositary or such successor's
       nominee.

                                       24



              (ii) Other Exchanges. Prior to the registration of the Securities
       (and the BSkyB Ordinary Shares deliverable upon exchange thereof), in the
       event that a global Security is exchanged for Securities in definitive
       registered form, pursuant to Section 2.6 hereof, such Securities may be
       exchanged for one another only in accordance with such procedures as may
       from time to time be adopted by the Company and the Trustee.

         (c) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the Security Register.

         (d) Any Transfer Agent or Exchange Agent appointed pursuant to this
Indenture hereof shall provide to the Trustee such information as the Trustee
may reasonably require in connection with the delivery by such Transfer Agent or
Exchange Agent of Securities upon transfer or exchange of Securities.

         (e) No Transfer Agent shall be required to make registrations of
transfer or exchange of Securities during any periods designated in the text of
the Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

         (f) If Securities are issued upon the transfer, exchange or replacement
of Securities bearing a legend, or if a request is made to remove the legend on
a Security, the Securities so issued shall bear the legend, or the legend shall
not be removed, as the case may be, unless (i) there is delivered to the Company
and the Security Registrar such satisfactory evidence, which shall include an
opinion of counsel, as may be reasonably required by the Company and the
Security Registrar, that neither the legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the
Securities Act or that such Securities are not "restricted" within the meaning
of Rule 144 under the Securities Act or (ii) such Securities (and the Reference
Shares) have been registered and are no longer subject to transfer restrictions
under the Securities Act. Upon (i) provision of such satisfactory evidence, or
(ii) notification by the Company to the Trustee and Security Registrar of such
registration and transferability, the Trustee, at the direction of the Company,
shall authenticate and deliver a Security that does not bear the legend. If a
legend is removed from the face of a Security and the Security is subsequently
held by an affiliate of the Company, the legend shall be reinstated.

         (g) In the event of a transfer of a Security in definitive registered
form prior to its registration, such Securities may only be transferred in
accordance with such procedures as may from time to time be adopted by the
Company and the Trustee. The holder of a registered individual Security may
transfer such Security by surrendering it at the office of any Transfer Agent.

         (h) Upon any distribution of the Securities to the holders of the BUCS
in accordance with the Declaration, the Company and the Trustee shall enter into
a supplemental indenture pursuant to Section 9.1(3) to provide for transfer
procedures and restrictions with respect to the Securities substantially similar
to those contained in the Declaration to the extent applicable in the
circumstances existing at the time of such distribution.

                                       25



     Section 2.4 Mutilated, Destroyed, Lost or Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same Adjusted Principal Amount, having endorsed thereon a Guarantee duly
executed by the Guarantors, and bearing a certificate number not
contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such Security or indemnity as may be required by them to hold each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee at the direction of the
Company shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same tenor (including the same date of
issuance) and Adjusted Principal Amount, having endorsed thereon a
Guarantee duly executed by the Guarantors, registered in the same manner, dated
the date of its authentication and bearing a certificate number not
contemporaneously outstanding.

         In the event that any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, or is about to be
redeemed or purchased by the Company pursuant to Article Three, the Company in
its discretion may, instead of issuing a new Security, pay, redeem or purchase
such Security, as the case may be.

         Upon the issuance of any new Security under this Section 2.4, the
Company may require the payment of an amount sufficient to pay or discharge any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) in connection
therewith.

         Every new Security (and the Guarantee endorsed thereon) issued pursuant
to this Section 2.4 in lieu of any destroyed, mutilated, lost or stolen Security
shall constitute an original additional contractual obligation of the Company
and each Guarantor, respectively, whether or not the destroyed, mutilated, lost
or stolen Security shall be at any time enforceable by any Person, and such new
Security (and the Guarantee endorsed thereon) shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities (and the Guarantees endorsed thereon) duly issued hereunder.

         The provisions of this Section 2.4 are exclusive and shall preclude (to
the extent permitted by applicable law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

     Section 2.5 Outstanding Securities; Determination of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee, except for those cancelled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen for which the Trustee
has authenticated and made available for delivery a new Security in lieu thereof
pursuant to Section 2.4 and those described in this Section 2.5 as not
outstanding. A Security shall not cease to be outstanding because the Company,
the Guarantors or any of their respective Affiliates holds the Security;
provided, that, in determining whether the Holders of the requisite Original
Principal Amount of Securities have given or concurred in any request,

                                       26



demand, authorization, direction, notice, consent, election, waiver or other Act
hereunder, Securities owned by the Company, the Guarantors or any of their
respective Affiliates, shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent,
election, waiver or other Act, only Securities in respect of which a Responsible
Officer of the Trustee shall have actual knowledge that are so owned shall be so
disregarded. Subject to the foregoing provisions, only Securities outstanding at
the time of such determination shall be considered in any such determination
(including, without limitation, determinations pursuant to Articles Five and
Nine).

         If the Paying Agents hold, in accordance with the terms of this
Indenture, money or securities sufficient to pay the Redemption Price of such
Security on the Redemption Date, then, immediately after such Redemption Date,
such Security will cease to be outstanding and interest on such Security will
cease to accrue, whether or not such Security is delivered to the Paying Agent,
and all other rights of the Holder, including the Holder's right to exchange a
Security, shall terminate and lapse (other than the right to receive the
Redemption Price upon delivery of the Security); provided, that if such
Securities are to be redeemed, notice of such redemption shall have been duly
provided pursuant to this Indenture or provision therefor satisfactory to the
Trustee shall have been made. For purposes of this paragraph, the term "hold"
means (i) receipt from the News Depositary of a notice advising the Paying
Agents that the News Corporation Preferred ADSs are available for delivery or
(ii) receipt from the Transfer Agent of a notice advising the Paying Agent that
the BSkyB Ordinary Shares are available for delivery.

         If the Paying Agents hold, in accordance with the terms of this
Indenture, money or BSkyB Ordinary Shares sufficient to pay the Purchase Price
of such Security on a Purchase Date, then, immediately after such Purchase Date,
such Security will cease to be outstanding and interest on such Security will
cease to accrue, whether or not such Security is delivered to the Paying Agent,
and all other rights of the Holder, including the Holder's right to exchange a
Security for BSkyB Ordinary Shares, shall terminate and lapse (other than the
right to receive the Purchase Price upon delivery of the Security). For purposes
of this paragraph, the term "hold" means receipt from the Transfer Agent of a
notice advising the Paying Agent that the BSkyB Ordinary Shares are available
for delivery.

         If the Paying Agents hold, in accordance with the terms of this
Indenture, money sufficient to pay the Change of Control Purchase Price of a
Security properly submitted for payment on a Change of Control Purchase Date on
the Change of Control Purchase Date, then, on and after the Change of Control
Purchase Date, such Security will cease to be outstanding and interest on such
Security will cease to accrue and all other rights of the Holder shall terminate
(other than the right to receive the Change of Control Purchase Price upon
delivery of such Security).

         If a Security is exchanged in accordance with Article Ten, then, unless
otherwise provided in Article Ten on and after the Exchange Date, such Security
shall cease to be outstanding and interest shall cease to accrue on such
Security.

                                       27



         Section 2.6 Global Securities; Temporary Securities.

               (a) In connection with a Dissolution Event,

                      (i) the Securities in certificated form may be presented
           to the Trustee by the Property Trustee in exchange for a global
           Security in an aggregate principal amount equal to the aggregate
           Original Principal Amount of all outstanding Securities (a "Global
           Security"), to be registered in the name of the Depository Trust
           Company, or its nominee, and delivered by the Trustee to the
           Depository Trust Company for crediting to the accounts of its
           participants pursuant to the instructions of the Regular Trustees.
           The Company upon any such presentation shall execute a Global
           Security in such aggregate Original Principal Amount and deliver the
           same to the Trustee for authentication and delivery in accordance
           with this Indenture. Payments on the Securities issued as a Global
           Security will be made to the Depository Trust Company; and

                      (ii) if any BUCS are held in non book-entry certificated
           form, the Securities in certificated form may be presented to the
           Trustee by the Property Trustee and any BUCS Certificate which
           represents BUCS other than BUCS held by the Depository Trust Company
           or its nominee ("Non Book-Entry BUCS") will be deemed to represent
           beneficial interests in Securities presented to the Trustee by the
           Property Trustee having an aggregate Original Principal Amount equal
           to the aggregate original liquidation preference of the Non
           Book-Entry BUCS until such BUCS Certificates are presented to the
           Security Registrar for transfer or reissuance at which time such BUCS
           Certificates will be cancelled and a Security, registered in the name
           of the holder of the BUCS Certificate or the transferee of the holder
           of such BUCS Certificate, as the case may be, with an aggregate
           principal amount equal to the aggregate liquidation preference of the
           BUCS Certificate cancelled, will be executed by the Company and
           delivered to the Trustee for authentication and delivery in
           accordance with this Indenture. On issue of such Securities,
           Securities with an equivalent aggregate principal amount that were
           presented by the Property Trustee to the Trustee will be deemed to
           have been cancelled.

               (b) A Global Security may be transferred, in whole but not in
part, only to another nominee of the Depository Trust Company, or to a nominee
of such successor Depository Trust Company.

               (c) If (i) the Depository Trust Company notifies the Company that
it is unwilling or unable to continue as a depositary for such Global Security
and no successor depositary shall have been appointed, (ii) the Depository Trust
Company, at any time, ceases to be a clearing agency registered under the
Exchange Act at which time the Depository Trust Company is required to be so
registered to act as such depositary and no successor depositary shall have been
appointed, (iii) the Company, in its sole discretion, determines that such
Global Security shall be so exchangeable or (iv) there shall have occurred an
Event of Default with respect to such Securities, as the case may be, the
Company will execute, and, subject to Article Two of this Indenture, the
Trustee, upon written notice from the Company and receipt of a Company Order,
will authenticate and deliver the Securities in definitive registered form
without coupons, in authorized denominations, and in an aggregate Original
Principal Amount equal to

                                       28



the principal amount of the Global Security in exchange for such Global
Security. In addition, upon an Event of Default or if the Company may at any
time determine that the Securities shall no longer be represented by a Global
Security, in such event the Company will execute, and subject to Section 3.5 of
this Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and make available for
delivery the Securities in definitive registered form without coupons, in
authorized denominations, and in an aggregate Original Principal Amount equal to
the Original Principal Amount of the Global Security in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security shall be registered
in such names and in such authorized denominations as the Depository Trust
Company, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities
to the Depository Trust Company for delivery to the Persons in whose names such
Securities are so registered.

         Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise reproduced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the Officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. The definitive Securities
shall be printed, lithographed or engraved, or provided by any combination
thereof, or in any other manner permitted by the rules and regulations of any
applicable securities exchange, all as determined by the Officers executing such
definitive Securities. After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency maintained by the
Company for such purpose pursuant to Section 10.2, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute, and the Trustee shall authenticate and deliver, in
exchange therefor the same aggregate Adjusted Principal Amount of definitive
Securities of authorized denominations, having endorsed thereon Guarantees duly
executed by the Guarantors. Until so exchanged, the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities.

     Section 2.7 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Guarantors and the Trustee, and
any of their respective agents, may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment
of any amounts in respect of such Security and for all other purposes (including
all notices), whether or not such Security shall be overdue, and neither the
Company, the Guarantors nor the Trustee, nor any of their respective agents,
shall be affected by notice to the contrary.

                                       29



     Section 2.8  Cancellation. All Securities surrendered for payment,
redemption or purchase by the Company pursuant to Article Three, or exchange
pursuant to Article Ten, except as provided in Section 11.1(g) or for
registration of transfer or exchange shall be delivered to the Trustee. All
Securities so delivered shall be promptly cancelled by the Trustee. The Company
or the Guarantors may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company or
the Guarantors may have acquired in any manner, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities which it or the Guarantors have paid for or
delivered to the Trustee for cancellation in accordance with the first sentence
of this Section 2.8, except those delivered to the Trustee for registration of
transfer, exchange or replacement. No Securities shall be authenticated in lieu
of, or in exchange for, any Securities cancelled as provided in this Section
2.8, except as expressly permitted by this Indenture. All cancelled Securities
held by the Trustee shall be disposed of in accordance with the Trustee's policy
for disposal of cancelled Securities or as otherwise directed by a Company
Order, provided, however, that the Trustee shall not be required to destroy
cancelled Securities.

     Section 2.9  CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

     Section 2.10 Right of Set Off. Notwithstanding anything to the contrary in
this Indenture, the Company and any Guarantor shall have the right to set off
any payment it is otherwise required to make hereunder to the extent (i) the
Company or any Guarantor, as the case may be, has theretofore made, or is
concurrently on the date of such payment making, a payment hereunder under the
Guarantees and (ii) News Corporation has theretofore made, or is concurrently on
the date of such payment making, a payment under the Preferred Securities
Guarantee.

     Section 2.11 Stated Maturity; Changes to Original Principal Amount or
Adjusted Principal Amount.

         (a)      The Stated Maturity of the principal of the Debentures shall
be March 15, 2023.

         (b)      The principal amount of each Debenture shall initially equal
the Original Principal Amount. Thereafter, the principal amount of each
Debenture, as of any date of determination, shall equal the Adjusted Principal
Amount. In calculating the Adjusted Principal Amount, the value of any
Extraordinary Distribution shall be subtracted as of the date it is distributed
to holders of the Debentures and the amount of each Yield Adjustment shall be
subtracted on the Interest Payment Date to which such Yield Adjustment relates.
In no event will the Adjusted Principal Amount be less than zero. The Company
shall issue a press release

                                       30



upon the occurrence of each reduction to the Adjusted Principal Amount, and
provide it to DTC for dissemination through the DTC broadcast facility.

          (c) At least five Business Days prior to the Stated Maturity of the
principal of Debentures, the Company shall deliver an Officers' Certificate to
the Trustee which: (i) sets forth the amount to be paid at such Stated Maturity
for each Debenture and for all Debentures then Outstanding, (ii) sets forth a
reasonably detailed calculation of such amounts, and (iii) directs the Trustee
to adjust its records accordingly and to request the Depository to adjust its
records accordingly. At or prior to 10:00 a.m., New York City time, on the date
of Stated Maturity of the principal of the Debentures, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust) an amount in cash sufficient to pay
the amount due on all Debentures that are Outstanding at 5:00 p.m., New York
City time, on the date of such Stated Maturity.

          (d) In the event of an acceleration of maturity of the Debentures
pursuant to Section 5.2, there shall become immediately due and payable an
amount equal to the sum of (1) the greater of (a) the Adjusted Principal Amount
of the Debentures then Outstanding and (b) the Current Market Value of the
Reference Shares attributable to the Debentures, (2) any accrued and unpaid
interest on the Debentures and (3), subject to Section 2.15, any Final Period
Distribution on the Debentures, determined as if (i) in the case of an Event of
Default specified in clause (7) or (8) of Section 5.1, the date of such Event of
Default was the Redemption Date of the Debentures and (ii) in the case of any
other Event of Default, the date of declaration of acceleration was the
Redemption Date of the Debentures.

     Section 2.12 Interest.

          (a) The Debentures shall bear interest from March 21, 2003 or from the
most recent Interest Payment Date to which interest has been paid or provided
for, payable semiannually on March 15 and September 15 of each year (each, an
"Interest Payment Date"), commencing September 15, 2003, to the Persons in whose
names the Debentures (or one or more Predecessor Securities) are registered at
the close of business on the Regular Record Date. Calculations of interest on
each Debenture shall be based on the Original Principal Amount, without regard
to changes in the Adjusted Principal Amount. Interest on the Debentures shall be
computed on the basis of a 360-day year of twelve 30-day months.

          (b) Interest on the Debentures will accrue at the rate of 0.75% per
annum until the principal thereof is paid or made available for payment;
provided, however, that such interest rate shall be subject to increase solely
as follows:

               (1) the interest rate shall be increased ("Additional Interest")
     (A) initially, by one quarter of one percent (0.25%) per annum upon the
     occurrence of each Registration Default or Registration Suspension and
     thereafter, (B) by an additional one quarter of one percent (0.25%) per
     annum if such Registration Default or Registration Suspension continues for
     more than 90 days (and such increase will be in addition to the increase
     set forth in clause (A) and will take effect on the 91st day), (C) by an
     additional one half of one percent (0.50%) per annum if such Registration
     Default or Registration Suspension continues for more than 180 days (and
     such increase will be in

                                       31



     addition to the increases set forth in clauses (A) and (B) and will take
     effect on the 181st day), and (D) by an additional one half of one percent
     (0.50%) per annum if such Registration Default or Registration Suspension
     continues for more than 270 days (and such increases will be in addition to
     the increases set forth in clauses (A), (B) and (C), and will take effect
     on the 271/st day); provided that the maximum amount of Additional Interest
     will in no event exceed one percent and one half of one percent (1.50%) per
     annum;

               (2) accrual of Additional Interest will cease and the interest
     rate will revert to the original rate, in the case of a Registration
     Default, upon the earlier to occur of (A) the cure of all Registration
     Defaults or (B) the date on which the BUCS are saleable pursuant to Rule
     144(k) under the Securities Act or any successor provision and there are no
     Registration Defaults with respect to the Reference Shares; and in the case
     of a Registration Suspension, upon the Shelf Registration Statement once
     again becoming usable as contemplated under the Registration Rights
     Agreement;

               (3) Additional Interest shall accrue from and including the day
     following the applicable Event Date (as defined below), and shall be
     computed based on the actual number of days elapsed in each 90-day period;
     and

               (4) the Company shall deliver to the Trustee an Officers'
     Certificate within three Business Days after each and every date on which
     an event occurs in respect of which Additional Interest is required to be
     paid (an "Event Date").

          (c) At least five Business Days prior to each Interest Payment Date,
the Company shall deliver an Officers' Certificate to the Trustee setting forth:
(i) the amount of interest per Debenture due for that interest period, (ii) the
amount of any Distribution required to be made under Section 2.13 and (iii) the
total payment due for that period on all Debentures outstanding.

          (d) Interest may, at the option of the Company, be paid by check
mailed to the address of a Holder as it appears on the Security register;
provided that, with respect to any holder of Debentures with an aggregate
Original Principal Amount equal to or in excess of $5,000,000, at the request
(such request to include appropriate wire instructions) of such holder in
writing to the Trustee on or before the record date preceding any Interest
Payment Date, interest on such holder's Debentures shall be paid by wire
transfer in immediately available funds. In the case of a permanent global
Security, interest payable on any Interest Payment Date will be paid to the U.S.
Depository, with respect to that portion of such permanent global Security held
for its account by Cede & Co. for the purpose of permitting such party to credit
the interest received by it in respect of such permanent global Security to the
accounts of the beneficial owners thereof.

          None of the Company, the Trustee or any paying agent shall have any
responsibility or liability for any aspect of the records relating to or payment
made on account of beneficial ownership interests in the global Securities or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

                                       32



          Any interest on any Debenture that is payable, but is not punctually
paid or duly provided for, on any said Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant record date by virtue of his having been such Holder; and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (i) or (ii) below:

               (i) The Company may elect to make payment of any Defaulted
     Interest to the persons in whose names the Debentures (or their respective
     predecessor Debentures) are registered at the close of business on a
     special record date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest to be paid on each Debenture
     and the date of the payment (which shall be not less than 25 days after the
     receipt by the Trustee of such notice, unless the Trustee shall consent in
     writing to an earlier date), and at the same time, the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     to be paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon, the Trustee shall fix a special record date for
     the payment of such Defaulted Interest, which shall be not more than 15
     days and not less than 10 days prior to the date of the payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     special record date and, in the name and at the expense of the Company,
     shall cause notice of the payment of such Defaulted Interest and the
     special record date therefor to be mailed, first-class postage prepaid, to
     each Holder at his address as it appears in the Security register, not less
     than 10 days prior to such special record date. Notice of the proposed
     payment of such Defaulted Interest and the special record date therefor
     having been so mailed, such Defaulted Interest shall be paid to the persons
     in whose names the Debentures (or their respective predecessor Debentures)
     were registered at the close of business on such special record date and
     shall no longer be payable pursuant to the following clause (ii).

               (ii) The Company may make payment of any Defaulted Interest in
     any other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Debentures may be listed, and upon such
     notice as may be required by such exchange, if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this clause,
     such manner of payment shall be deemed practicable by the Trustee.

     Section 2.13 Additional Distributions.

          (a) The Company shall distribute, or cause to be distributed, as an
Additional Distribution to each Holder of a Debenture, any Reference Share
Distribution received by holders of Reference Shares, or the cash value thereof,
in accordance with this Section 2.13.

          (b) In the case of any Regular Cash Dividend, the Company shall pay,
to the Holder of each Debenture, as a Regular Additional Distribution, 75% of
the amount of cash

                                       33



received by a holder of the number of Reference Shares attributable to such
Debenture in respect of such Regular Cash Dividend in any Interest Period. Such
payment shall be made by the Company on the next Interest Payment Date to
Holders of Debentures as of 5:00 p.m., New York City time, on the Regular Record
Date for such Interest Payment Date.

          (c) In the case of any Extraordinary Distribution, the Company shall
deliver to the Holder of each Debenture, as an Extraordinary Additional
Distribution, all dividends and distributions, or the fair market value thereof
(determined in accordance with Section 2.13(d) or (e)), received by a holder of
the number of Reference Shares attributable to such Debenture in respect of such
Extraordinary Distribution. Any distribution pursuant to this subsection (c)
shall be made by the Company to Holders of Debentures as of a special record
date which shall be the 10th Business Day after the date of the payment of the
Extraordinary Distribution by the applicable Reference Company, and shall be
distributed to such Holders on the 10th Business Day following such special
record date.

          (d) If an Extraordinary Distribution consists of securities or units
that are Marketable Securities (other than securities which are, or become,
Reference Shares), such securities or units will be distributed by the Company
to Holders of the Debentures in accordance with Section 2.13(c); provided, that
the Company shall not distribute fractional securities or units. In lieu of
fractional securities or units, the Company shall pay the Holders of Debentures
an amount in cash equal to the Closing Price, as of the special record date, of
the security or unit to be distributed multiplied by such fractional interest.
For purposes of determining the existence of fractional interests, the Company
shall allocate its distributions so as to permit News Corporation Finance Trust
II to redistribute the securities to each holder of BUCS, with all BUCS held by
a Holder considered together (no matter how many separate certificates such
Holder may have). In the event the Company is unable to distribute any
securities or units as part of an Extraordinary Additional Distribution because
any necessary qualifications or registrations of such securities or units under
applicable state or federal securities laws cannot be obtained on a timely
basis, the Company may instead deliver, in lieu of such securities or units,
cash based on the average of the Closing Prices of such securities or units over
the ten Trading Days ending on the Trading Day next preceding the distribution
by the Company of such Extraordinary Additional Distribution.

          (e) If an Extraordinary Distribution consists of cash, assets or
property other than securities or units that are Marketable Securities, the
Company shall pay to Holders of the Debentures an amount of cash equal to the
fair market value thereof; such fair market value to be determined as of the
date such Extraordinary Distribution is made or paid to holders of the
applicable Reference Shares. Such fair market value shall be equal to the amount
determined in good faith by News Corporation's Board of Directors, unless the
Board of Directors determines in good faith that there is a substantial
likelihood that the aggregate fair market value will be in excess of
$100,000,000, in which case such fair market value shall be determined by a
nationally recognized investment banking or appraisal firm retained by News
Corporation for this purpose. The fair market value so determined shall be set
forth in a Board Resolution or, in the case of a determination by an investment
banking or appraisal firm, an Officers' Certificate.

          (f) At least five Business Days prior to the payment or delivery of an
Extraordinary Additional Distribution by the Company pursuant to Section
2.13(c), the Company

                                       34



shall deliver to the Trustee a Board Resolution setting a special record date
for such Extraordinary Additional Distribution and an Officers' Certificate
setting forth: (i) the exact amount of Marketable Securities or cash to be
distributed on or with respect to the Reference Shares attributable to each
Debenture, and (ii) the total amount of Marketable Securities or cash to be
distributed on or with respect to the Reference Shares attributable to all
Debentures that are Outstanding as of such special record date. If any
distribution relates to any assets or other property that is not publicly
traded, then at least five Business Days prior to such distribution, the Company
shall deliver to the Trustee: (i) a Board Resolution establishing the fair
market value of the assets or other property, unless such fair market value is
determined by a nationally recognized investment banking or appraisal firm, in
which case the Company shall deliver to the Trustee the report of such firm and
(ii) an Officers' Certificate setting forth (a) the exact amount of cash to be
distributed on or with respect to the Reference Shares attributable to each
Debenture and (b) the total amount of cash to be distributed on or with respect
to the Reference Shares attributable to all Debentures that are Outstanding as
of such special record date in respect of any assets or other property that is
not publicly traded. The Trustee is only responsible for distributing Marketable
Securities in the form of global book entry securities that are DTC eligible. At
or prior to 10:00 a.m., New York City time, on the date an Extraordinary
Additional Distribution is to be made pursuant to Section 2.13(c), the Company
shall (i) in the case of an Extraordinary Additional Distribution consisting of
cash, deposit with the Trustee or with a Paying Agent an amount of cash equal to
the Extraordinary Additional Distribution to be paid on such date and (ii) in
the case of an Extraordinary Additional Distribution consisting of Marketable
Securities, transfer by book-entry to the account of the Trustee or a Paying
Agent at DTC (or any successor Depository) the amount of Marketable Securities
to be distributed in such Extraordinary Additional Distribution on such date.
The Company shall act as its own Paying Agent for any Marketable Securities to
be delivered other than through book-entry. The Company shall issue a press
release setting forth the amount and composition, per BUCS, of any Extraordinary
Additional Distribution, and shall deliver such press release to DTC for
dissemination through the DTC broadcast facility. Any Additional Distribution
will be paid or made without any interest or other payment in respect of such
amounts.

     Section 2.14 Distributions of Reference Shares or Other Securities.

          (a) The Company will pay any and all documentary, stamp, transfer or
similar taxes that may be payable in respect of the transfer and delivery of
Reference Shares or in connection with an Extraordinary Additional Distribution
pursuant hereto; provided, however, that the Company shall not be required to
pay any such tax which may be payable in respect of any transfer involved in
delivery of such property to a name other than that in which the Debentures were
registered, and no such transfer or delivery shall be made unless and until the
Person requesting such transfer has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such tax has
been paid.

          (b) The Company hereby warrants that upon delivery of any Reference
Shares or any securities in connection with any Extraordinary Additional
Distribution pursuant to this Indenture, the Holder of a Debenture shall receive
all rights held by the Company in the securities to be delivered, free and clear
of any and all liens, claims, charges and encumbrances, other than any liens,
claims, charges and encumbrances on Reference Shares other than on BSkyB
Ordinary Shares which may have been placed thereon by the prior owner thereof
prior to

                                       35



the time acquired by the Company. In addition, the Company further warrants that
any securities to be delivered hereunder shall be free of any transfer
restrictions under federal or state securities laws (other than such as are
solely attributable to any Holder's status as an affiliate of the issuer of such
securities).

   Section 2.15  Balance of Final Period Distribution Payment.

           (a)   In the case of a Final Period Distribution within the meaning
of clause (b) of the definition of "Final Period Distribution," the Company
shall pay such Final Period Distribution to the Holders of Debentures that have
been repaid in accordance with Section 2.13(b) or redeemed in accordance with
Section 3.1 as of a special record date which shall be the 10th Business Day
after the date of the payment of the relevant Extraordinary Distribution by the
applicable Reference Company; and such payment shall be distributed on the 10th
Business Day following such special record date.

           (b)   In the event that the applicable Reference Company fails to
make the Extraordinary Distribution referred to in subsection (a) above at the
time or in the amount expected, the Company shall pursue any claim it has
against such Reference Company, whether as a securityholder or otherwise, on
behalf of the Holders of Debentures. Reasonable costs of such actions by the
Company may be deducted from the amount of any Extraordinary Distribution before
any distribution is made to Holders of Debentures.

   Section 2.16  Agreed Tax Treatment. Each Debenture issued hereunder shall
provide that the Company and, by its acceptance of a Debenture or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, such Debenture agree to treat such Debenture as indebtedness of the
Company for United States federal, state and local tax purposes.

                                  ARTICLE III

                            REDEMPTION AND PURCHASES

   Section 3.1   Right to Redeem; Redemption Considerations; Notices to Trustee.

           (a)  Right to Redeem. On or after March 20, 2010, the Company, at its
option, may redeem the Securities in accordance with the provisions hereof and
of paragraph 5 of the Securities. If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities, it shall notify the Trustee in
writing of the Redemption Date, the Original Principal Amount of Securities to
be redeemed, the Redemption Price and the Redemption Consideration (as defined
below). The Redemption Price shall equal in every case the Adjusted Principal
Amount on the Redemption Date of such Security plus accrued and unpaid interest
through but not including the Redemption Date plus any Final Period
Distribution. Notwithstanding the foregoing, the Company may not make any
redemption of less than all the Debentures unless there remain Outstanding after
such redemption at least $100,000,000 original principal amount of Debentures.

           (b)   Redemption Consideration. The Company has the right to elect
the manner of payment of the Redemption Price on the Redemption Date. The
Securities to be redeemed on any Redemption Date pursuant to this Section 3.1
may be paid for, at the election

                                       36



of the Company, in U.S. legal tender ("cash"), BSkyB Ordinary Shares, or in any
combination thereof (the "Redemption Consideration"), subject to the conditions
set forth in (i) through (v) below. The Company shall designate, in the notice
of redemption, delivered pursuant to Section 3.3, whether the Company will
redeem the Securities for cash or BSkyB Ordinary Shares or, if a combination
thereof, the percentages of the Redemption Price of Securities in respect of
which it will pay in each form of Redemption Consideration; provided that the
Company will pay cash for any fractional interests in BSkyB Ordinary Shares. For
purposes of determining the existence of potential fractional interests, the
Company shall allocate its distributions of Securities so as to permit News
Corporation Finance Trust II to redistribute the Securities to each holder of
BUCS, with all BUCS held by a holder of BUCS considered together (no matter how
many separate certificates such holder may have) and the Company shall deliver
to News Corporation Finance Trust II sufficient cash to enable it to pay cash
for fractional securities. Each Holder whose Securities are redeemed pursuant to
this Section 3.1 shall receive the same percentage of each form of Redemption
Consideration in payment of the Redemption Price for such Securities, except (A)
the Company will pay cash in lieu of fractional BSkyB Ordinary Shares and (ii)
in the event that the Company is unable to redeem the Securities of a Holder or
Holders for BSkyB Ordinary Shares because any necessary qualifications or
registrations of the foregoing under applicable federal or state securities laws
cannot be obtained, the Company may redeem the Securities of such Holder or
Holders for cash. The Company may not change its election with respect to the
form of Redemption Consideration (or components or percentages of components
thereof) to be paid once the Company has given its notice of redemption to
Holders except pursuant to this Section 3.1(b).

              (i)   Redemption with Cash. On the relevant Redemption Date, at
     the option of the Company, the Redemption Price of Securities in respect of
     which a notice of redemption has been given, or a specified percentage
     thereof, may be paid by the Company with cash.

              (ii)  Payment in BSkyB Ordinary Shares. On the relevant Redemption
     Date, at the option of the Company, the Redemption Price of Securities in
     respect of which a notice of redemption pursuant to Section 3.3 has been
     given, or a specified percentage thereof, may be paid by the Company by the
     delivery of a number of BSkyB Ordinary Shares equal to the quotient
     obtained by dividing (i) the Redemption Price in respect of which the
     Company has elected to make payment in BSkyB Ordinary Shares by (ii)
     Current Market Value of a BSkyB Ordinary Share.

              (iii) Conditions. The Company's right to exercise its election to
     purchase Securities on a Redemption Date through the delivery of a form of
     Redemption Consideration other than cash shall be conditioned upon:

                    (A) the Company's not having given in the notice of
          redemption an election to pay entirely in cash and its giving of
          timely notice of election to purchase all or a specified percentage of
          the Securities with a form of Redemption Consideration other than
          cash;

                    (B) the registration of BSkyB Ordinary Shares under the
          Securities Act, or the Exchange Act, in each case, if required, and
          any

                                       37



          necessary qualification or registration under applicable state
          securities laws or the availability of an exemption from such
          qualification and registration;

                    (C) the listing of such BSkyB Ordinary Shares on the London
          Stock Exchange, if such are not so listed;

                    (D) the receipt by the Trustee of (a) an Officers'
          Certificate to the effect that (x) the terms of the issuance of such
          BSkyB Ordinary Shares are in conformity with this Indenture, (y) the
          BSkyB Ordinary Shares to be delivered on or prior to the Redemption
          Date will be deposited with the Transfer Agent, and (z) (i) if such
          BSkyB Ordinary Shares are newly issued or are treasury shares, such
          shares have been duly authorized and, when such BSkyB Ordinary Shares
          have been issued and delivered pursuant to the terms of this Indenture
          in payment of such specified percentage of the Redemption Price in
          respect of Securities, such BSkyB Ordinary Shares will be duly and
          validly issued, fully paid and nonassessable, free of any preemptive
          rights and free and clear of any lien or adverse claim or (ii) if such
          BSkyB Ordinary Shares are not newly issued or treasury shares, such
          shares will be free and clear of any lien or adverse claim stating
          that conditions (A), (B) and (C) above and the condition set forth in
          the second succeeding sentence have been satisfied; and (b) an Opinion
          of Counsel to the effect of (x) and (z) (as applicable) above and,
          stating that conditions (B) and (C) above have been satisfied.

          (c) Taxes. If a Holder of a Security purchased on a Redemption Date is
paid in a form of Redemption Consideration other than cash, the Company or News
Corporation shall pay any documentary, stamp or similar issue or transfer tax
due on such issue and delivery of such consideration. However, the holder of
BUCS to which such securities are redistributed shall pay any such tax which is
due because such holder requests the Redemption Consideration to be issued or
delivered in a name other than the holder's name. The Paying Agent may refuse to
deliver the certificates representing the BSkyB Ordinary Shares being issued in
a name other than the holder's name until the Paying Agent receives a sum
sufficient to pay any tax which will be due because the Redemption Consideration
is to be issued or delivered in a name other than the holder's name. Nothing
herein shall preclude any income tax withholding required by law or regulations.

          (d) Notices to Trustee. (i) The Company shall give the notice to the
Trustee provided for in this Section 3.1 by a Company Order, at least 30 days
and no more than 60 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee).

               (ii) At least three Business Days before the date the Company
     provides the Trustee the notice set forth in (i) above, the Company shall
     deliver an Officers' Certificate to the Trustee specifying:

                    (A) the manner of payment selected by the Company,

                    (B) the information required by Section 3.3,

                                       38



                    (C) if the Company elects to pay the Redemption Price, or a
          specified percentage thereof, in Redemption Consideration other than
          cash, that the conditions to such manner of payment set forth above
          have been or will be complied with, and

                    (D) whether the Company desires the Trustee to give the
          notice of redemption required by Section 3.3.

     Section 3.2 Selection of Securities to Be Redeemed. If less than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed on a pro rata basis. The Trustee shall make the selection at least 30
days but not more than 60 days before the Redemption Date from outstanding
Securities not previously called for redemption. The Trustee may select for
redemption portions of the Original Principal Amount of Securities that have
denominations larger than $1,000.

          Securities and portions of Securities the Trustee selects shall be in
Original Principal Amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

          If any Security selected for partial redemption is exchanged in part
before termination of the exchange right with respect to the portion of the
Security so selected, the exchanged portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been exchanged during a selection of Securities to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.

     Section 3.3 Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Securities to be redeemed
at such Holder's address appearing in the Security Register.

          The notice shall identify the Securities to be redeemed and shall
state:

               (1) the Redemption Date;

               (2) the Redemption Price and Redemption Consideration and
     components thereof if necessary;

               (3) the Exchange Rate and Exchange Market Value then in effect;

               (4) the name and address of the Paying Agent and Exchange Agent;

                                       39



               (5) that Securities called for redemption may be exchanged at any
     time before the close of business on the third Business Day prior to the
     Redemption Date;

               (6) that Holders who want to exchange Securities must satisfy the
     requirements set forth in paragraph 8 of the Securities;

               (7) that Securities called for redemption must be surrendered to
     the Paying Agent to collect the Redemption Price;

               (8) that if fewer than all the outstanding Securities are to be
     redeemed, the certificate numbers, if any, and Original Principal Amounts
     of the particular Securities to be redeemed;

               (9) that, unless the Company defaults in making payment of such
     Redemption Price, interest Securities called for redemption will cease to
     accrue on and after the Redemption Date; and

               (10) the CUSIP number of the Securities.

          In the event that the Company has elected to pay the Redemption Price
(or a specified percentage thereof) with a form of Redemption Consideration
other than cash on the Redemption Date, the notice shall also:

               (11) state that each Holder will receive BSkyB Ordinary Shares
     equal to such specified percentage of the Redemption Price of the
     Securities held by such Holder (except any cash amount to be paid in lieu
     of fractional shares); and

               (12) set forth the method of calculating the number of BSkyB
     Ordinary Shares to be issued.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least three Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.3.

     Section 3.4 Effect of Notice of Redemption. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice except for Securities
which are exchanged in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price stated in the notice.

     Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. (New York City
Time), on the Redemption Date, the Company shall deposit with the Paying Agent
(or if the Company or a Subsidiary or an Affiliate of either of them is the
Paying Agent, shall segregate and hold in trust) Redemption Consideration
sufficient to pay the Redemption Price of all Securities to be redeemed on that
date other than Securities or portions of Securities called for redemption which
on or prior thereto have been delivered by the Company to the Trustee for
cancellation or have

                                       40



been exchanged. The Paying Agent shall as promptly as practicable return to the
Company any Redemption Consideration not required for that purpose because of
the exchange of Securities pursuant to Article Ten. If such Redemption
Consideration is then held by the Company in trust and is not required for such
purpose it shall be discharged from such trust.

       Section 3.6 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Original Principal Amount to the unredeemed portion of the
Security surrendered.

       Section 3.7 Tax Event Redemption. (a) If a Tax Event has occurred and is
continuing notwithstanding the dissolution of the Trust and the distribution of
the Debentures to the holders of the BUCS then the Company shall have the right
upon not less than 30 days, nor more than 60 days, notice to the Holders of the
Securities to redeem the Securities in whole (but not in part) for cash at a
Redemption Price equal to the Adjusted Principal Amount plus all accrued and
unpaid interest (including Additional Distributions) to the Redemption Date,
plus any Final Period Distributions within 90 days following the occurrence of
such Tax Event (the "90-Day Period"); provided, however, that if, at the time
there is available to the Company or the Trust the opportunity to eliminate
within the 90-Day Period, the Tax Event by taking some ministerial action
("Ministerial Action"), such as filing a form or making an election, or pursuing
some other similar reasonable measure which, in the sole judgment of the
Company, has or will cause no adverse effect on the Company, the Trust or the
holders of the BUCS and will involve no material cost, the Company or the Trust
shall pursue such Ministerial Action or other measure in lieu of redemption, and
provided, further, that the Company shall have no right to redeem the Securities
while such Trust is pursuing any Ministerial Action or other similar measure
pursuant to its obligations under the Declaration. The redemption payment shall
be made prior to 12:00 noon, New York Time, on the date of such redemption or
such earlier time as the Company determines, provided, that the Company shall
deposit with the Trustee an amount sufficient to make such redemption payment by
10:00 a.m. on the date such Redemption Payment is to be made.

               (b) In addition, the Debentures may, at the option of the
Company, be redeemed for cash, in whole but not in part, at any time, upon not
less than 30 nor more than 60 days' notice (which notice shall be irrevocable),
at a price equal to the Adjusted Principal Amount, plus accrued and unpaid
interest to the redemption date, plus any Final Period Distribution, if (i) the
Company is financially unable to fulfill its obligations under the Indenture and
a Guarantor is required to make payments on the Debentures pursuant to its
Guarantee, (ii) a Guarantor that is not organized in the United States or a
United States resident has or will become obligated to pay the amounts described
in Section 12.5 and (iii) such obligation cannot be avoided by the Guarantor
taking reasonable means (including News Corporation causing any other Guarantor
to make payments pursuant to its Guarantee or having any Guarantor, including
News Corporation, making a contribution to the Company or another Guarantor that
is organized in the United States or a United States resident so that the
Company or such Guarantor can avoid payment of such additional amounts) that
require no material cost to News Corporation or any other Guarantor, other than
the payment so guaranteed.

                                       41



       Section 3.8  Purchase of Securities at Option of the Holder.

               (a)  General. Securities shall be purchased by the Company
pursuant to paragraph 6 of the Securities as of March 15, 2010, March 15, 2013
and March 15, 2018 (a "Purchase Date"), at a purchase price equal to the
Adjusted Principal Amount plus accrued and unpaid Interest to the Purchase Date
plus any Final Period Distribution on such Debenture (the "Purchase Price").

               Purchases of Securities hereunder shall be made, at the option of
the Holder thereof, upon:

                          (1)  delivery to the Paying Agent by the Holder of a
       written notice of purchase (a "Purchase Notice") at any time from the
       opening of business on the date that is 20 Business Days prior to a
       Purchase Date until the close of business on the fifth Business Day prior
       to such Purchase Date stating:

                               (A)  the certificate number of the Security which
               the Holder will deliver to be purchased;

                               (B)  the portion of the Original Principal Amount
               of the Security which the Holder will deliver to be purchased,
               which portion must be in Original Principal Amounts of $1,000 or
               an integral multiple thereof;

                               (C)  that such Security shall be purchased as of
               the Purchase Date pursuant to the terms and conditions specified
               in paragraph 6 of the Securities and in this Indenture;

                               (D)  in the event the Company elects, pursuant to
               Section 3.8(b), to pay the Purchase Price, in whole or in part,
               in BSkyB Ordinary Shares or News Corporation ADSs but such
               portion of the Purchase Price shall ultimately be payable to such
               Holder entirely in cash because any of the conditions to payment
               of the Purchase Price in such other form of consideration is not
               satisfied prior to the close of business on the relevant Purchase
               Date and as set forth in Section 3.8(d), whether such Holder
               elects (i) to withdraw such Purchase Notice as to some or all of
               the Securities to which such Purchase Notice relates (stating the
               Original Principal Amount and certificate numbers, if any, of the
               Securities as to which such withdrawal shall relate), or (ii) to
               receive cash in respect of the entire Purchase Price for all
               Securities (or portions thereof) to which such Purchase Notice
               relates; and

                               (E)  delivery of such Security to the Paying
               Agent prior to, on or after the Purchase Date (together with all
               necessary endorsements) at the offices of the Paying Agent, such
               delivery being a condition to receipt by the Holder of the
               Purchase Price therefor; provided, however, that such Purchase
               Price shall be so paid pursuant to this Section 3.8 only if the
               Security so delivered to the Paying Agent shall conform in all
               respects to the description thereof in the related Purchase
               Notice, as determined by the Company.

                                       42



               If a Holder, in such Holder's Purchase Notice and in any written
notice of withdrawal delivered by such Holder pursuant to the terms of Section
3.10, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 3.8(a)(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Securities
subject to such Purchase Notice in the circumstances set forth in such clause
(D).

               The Company shall purchase from the Holder thereof, pursuant to
this Section 3.8, a portion of a Security if the Original Principal Amount of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

               Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.8 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of (1)
the Purchase Date or (2) the time of delivery of the Security.

               Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.8(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the third Business Day prior to the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.10.

               The Paying Agent shall promptly notify the Company of the receipt
by it of any Purchase Notice or written notice of withdrawal thereof.

               (b)  Company's Right to Elect Manner of Payment of Purchase Price
for Payment on the Purchase Date. The Securities to be purchased on any Purchase
Date pursuant to Section 3.8(a) may be paid for, at the election of the Company,
in cash, BSkyB Ordinary Shares or News Corporation Preferred ADSs or in any
combination thereof ("Purchase Consideration") subject to the conditions set
forth in Sections 3.8(c) and (d). The Company shall designate, in the Company
Notice delivered pursuant to Section 3.8(f), whether the Company will purchase
the Securities for cash or some other form of Purchase Consideration, or, if a
combination thereof, the percentages of the Purchase Price of Securities in
respect of which it will pay in cash or some other form of Purchase
Consideration; provided that the Company will pay cash for fractional interests
in BSkyB Ordinary Shares or News Corporation Preferred ADSs. For purposes of
determining the existence of potential fractional interests, the Company shall
allocate its distributions of Securities so as to permit News Corporation
Finance Trust II to redistribute the Securities to each holder of BUCS, with all
BUCS held by a holder of BUCS considered together (no matter how many separate
certificates such holder may have) and the Company shall deliver to News
Corporation Finance Trust II sufficient cash to enable it to pay cash for
fractional securities. Each Holder whose Securities are purchased pursuant to
this Section 3.8 shall receive the same percentage of each form of Purchase
Consideration in payment of the Purchase Price for such Securities, except (i)
as provided in Section 3.8(d) with regard to the payment of cash in lieu of
fractional BSkyB Ordinary Shares or News Corporation Preferred ADSs and (ii) in
the event that the Company is unable to purchase the Securities of a Holder or
Holders for BSkyB Ordinary Shares or News Corporation Preferred ADSs because any
necessary qualifications or registrations of the foregoing under applicable
federal or state securities laws cannot be obtained, the Company may

                                       43



purchase the Securities of such Holder or Holders for cash. The Company may not
change its election with respect to the form of Purchase Consideration (or
components or percentages of components thereof) to be paid once the Company has
given its Company Notice to Holders except pursuant to this Section 3.8(b) or
pursuant to Section 3.8(d) in the event of a failure to satisfy, prior to the
close of business on the Purchase Date, any condition to the payment of the
Purchase Price, in whole or in part, in BSkyB Ordinary Shares or News
Corporation Preferred ADSs.

               At least three Business Days before each Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

                               (i)   the manner of payment selected by the
       Company,

                               (ii)  the information required by Section 3.8(f),

                               (iii) if the Company elects to pay the Purchase
       Price, or a specified percentage thereof, in Purchase Consideration other
       than cash, that the conditions to such manner of payment set forth in
       Section 3.8(d) have been or will be complied with, and

                               (iv)  whether the Company desires the Trustee to
       give the Company Notice required by Section 3.8(f).

               (c)  Purchase with Cash. On the relevant Purchase Date, at the
option of the Company, the Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.8(a) has been given, or a specified
percentage thereof, may be paid by the Company with cash.

               (d)  Payment in BSkyB Ordinary Shares. On the relevant Purchase
Date, at the option of the Company, the Purchase Price of Securities in respect
of which a Purchase Notice pursuant to Section 3.8(a) has been given, or a
specified percentage thereof, may be paid by the Company by the delivery of a
number of BSkyB Ordinary Shares equal to the quotient obtained by dividing (i)
the Purchase Price in respect of which the Company has elected to make payment
in BSkyB Ordinary Shares by (ii) the Current Market Value of a BSkyB Ordinary
Share.

               (e)  Payment in News Corporation Preferred ADSs. On the relevant
Purchase Date, at the option of the Company, the Purchase Price of Securities in
respect of which a Purchase Notice pursuant to Section 3.8(a) has been given, or
a specified percentage thereof, may be paid by the Company by the delivery of a
number of News Corporation Preferred ADSs equal to the quotient obtained by
dividing (i) the Purchase Price in respect of which the Company has elected to
make payment in News Corporation Preferred ADSs by (ii) the Current Market Value
of a News Corporation Preferred ADS.

               The Company will not issue fractional BSkyB Ordinary Shares or
News Corporation Preferred ADSs in payment of the Purchase Price. Instead the
Company will pay cash for the Current Market Value of the fractional share. It
is understood that if a holder of BUCS elects to have more than one BUCS
purchased, the number of BSkyB Ordinary Shares or News

                                       44



Corporation Preferred ADSs delivered with respect to the attributable Debentures
shall be based on the aggregate amount of BUCS to be purchased.

               The Company's right to exercise its election to purchase
Securities on a Purchase Date through the delivery of a form of Purchase
Consideration other than cash shall be conditioned upon:

                          (i)   the Company's not having given its Company
       Notice (as hereinafter defined) of an election to pay entirely in cash
       and its giving of a timely Company Notice of election to purchase all or
       a specified percentage of the Securities with a form of Purchase
       Consideration other than cash;

                          (ii)   the registration of such BSkyB Ordinary Shares
       or News Corporation Preferred ADSs under the Securities Act, or the
       Exchange Act, in each case, if required, and any necessary qualification
       or registration under applicable state securities laws or the
       availability of an exemption from such qualification and registration;

                          (iii)  the listing of such BSkyB Ordinary Shares on
       the London Stock Exchange and the News Corporation Preferred ADSs on the
       NYSE or the principal United States securities exchange on which the News
       Corporation Preferred ADSs are then listed or, if not so listed, on the
       Nasdaq Stock Market, as applicable; and

                          (iv)   the receipt by the Trustee of (a) an Officers'
       Certificate to the effect that (A) the terms of the issuance of such
       BSkyB Ordinary Shares or News Corporation Preferred ADSs are in
       conformity with this Indenture, (B) the BSkyB Ordinary Shares or News
       Corporation Preferred ADSs to be delivered on or prior to the Purchase
       Date will be deposited with the News Depositary (or its custodian) or the
       Transfer Agent, as applicable, in the manner contemplated by the News
       Deposit Agreement, and there is no default or breach by the Company, the
       Guarantors or the News Depositary, as applicable, thereunder which would
       materially and adversely affect the rights of holders of the News
       Corporation Preferred ADSs, as applicable, thereunder, and (C) (i) if
       such BSkyB Ordinary Shares or News Corporation Preferred ADSs are newly
       issued or are treasury shares, such shares have been duly authorized and,
       when such BSkyB Ordinary Shares or News Corporation Preferred ADSs have
       been issued and delivered pursuant to the terms of this Indenture in
       payment of such specified percentage of the Purchase Price in respect of
       Securities, such BSkyB Ordinary Shares or News Corporation Preferred ADSs
       will be duly and validly issued, fully paid and nonassessable, free of
       any preemptive rights and free and clear of any lien or adverse claim
       (other than any claims, rights or liens created on the News Corporation
       Preferred ADSs pursuant to the News Deposit Agreement) or (ii) if such
       BSkyB Ordinary Shares or News Corporation Preferred ADSs are not newly
       issued or treasury shares, such shares will be free and clear of any lien
       or adverse claim (other than claims, rights or liens created on the News
       Corporation Preferred ADSs pursuant to the News Deposit Agreement), and
       stating that conditions (i), (ii) and (iii) above and the condition set
       forth in the second succeeding sentence have been satisfied; and (b) an
       Opinion of Counsel to the effect of (A) and (C) above and, stating that
       conditions (ii) and (iii) above have been satisfied.

                                       45



               (f) Notice of Election. In connection with any purchase of
Securities pursuant to paragraph 6 of the Securities, the Company shall give
notice to Holders not less than 30 nor more than 60 days prior to each Purchase
Date (the "Company Notice Date") setting forth information specified in this
Section 3.8(f) (the "Company Notice").

               In the event the Company has elected to pay the Purchase Price
(or a specified percentage thereof) with a form of Purchase Consideration other
than cash on the Purchase Date, the Company Notice shall:

                               (1)    state that each Holder will receive BSkyB
       Ordinary Shares or News Corporation Preferred ADSs, as the case may be,
       equal to such specified percentage of the Purchase Price of the
       Securities held by such Holder (except any cash amount to be paid in lieu
       of fractional shares); and

                               (2)    set forth the method of calculating the
       amount of securities to be issued.

               In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Holder and shall state:

                               (i)    the Purchase Price, the form of Purchase
       Consideration, and the Exchange Rate then in effect;

                               (ii)   the name and address of the Paying Agent
       and the Exchange Agent;

                               (iii)  that Securities as to which a Purchase
       Notice has been given may be exchanged if they are otherwise exchangeable
       only in accordance with Article Eleven hereof if the applicable Purchase
       Notice has been withdrawn in accordance with the terms of this Indenture;

                               (iv)   that Securities must be surrendered to the
       Paying Agent to collect payment;

                               (v)    that the Purchase Price for any security
       as to which a Purchase Notice has been given and not withdrawn will be
       paid promptly following the later of (1) the Purchase Date and (2) the
       time of surrender of such Security as described in Section 3.8(b)(iv);

                               (vi)  the procedures the Holder must follow to
       exercise rights under Section 3.8 and a brief description of those
       rights;

                               (vii)  briefly, the exchange rights of the
       Securities;

                               (viii) the procedures for withdrawing a Purchase
       Notice (including, without limitation, for a conditional withdrawal
       pursuant to the terms of Section 3.8(a)(1)(D) or Section 3.10);

                                       46



                               (ix)   that, unless the Company defaults in
       making payment on Securities for which a Purchase Notice has been
       submitted, interest on such Securities will cease to accrue on the
       Purchase Date; and

                               (x)    the CUSIP number of the Securities.

               At the Company's request, the Trustee shall forward such Company
Notice in the Company's name and at the Company's expense to the Holders;
provided, however, that, in all cases, the text of such Company Notice shall be
prepared by the Company.

               (g)  Covenants of the Company and News Corporation. All BSkyB
Ordinary Shares or News Corporation Preferred ADSs, as applicable, delivered
upon purchase of the Securities, if newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable, and
shall be free from preemptive rights and free of any lien or adverse claim, and,
if not newly issued or treasury shares, shall be free of any lien or adverse
claim.

               (h)  Procedure upon Purchase. The Company shall deposit cash (in
respect of cash purchases under Section 3.8 or for fractional interests, as
applicable) or such other form of Purchase Consideration, or a combination
thereof, as applicable, at the time and in the manner as provided in Section
3.11, sufficient to pay the aggregate Purchase Price of all Securities to be
purchased pursuant to this Section 3.8. As soon as practicable after the
Purchase Date, each Paying Agent (to the extent in its possession) shall deliver
or cause to be delivered to each Holder entitled to receive BSkyB Ordinary
Shares or News Corporation Preferred ADSs, as the case may be, in respect of all
or any portion of the Purchase Price, BSkyB Ordinary Shares or News Corporation
Preferred ADSs, as applicable, deliverable in payment of the Purchase Price in
respect of the Securities purchased by the Company and cash in lieu of any
fractional BSkyB Ordinary Shares or News Corporation Preferred ADS, as
applicable, in respect thereof. The Person in whose name BSkyB Ordinary Shares
or a News Corporation Preferred ADS is or are registered shall be treated as a
holder of record on the Business Day following the Purchase Date.

               (i)  Taxes. If a holder of a Security purchased on a Purchase
Date is paid in a form of Purchase Consideration other than cash, the Company or
News Corporation shall pay any documentary, stamp or similar issue or transfer
tax due on such issue and delivery of such consideration. However, the holder of
a BUCS shall pay any such tax which is due because such holder requests the
Purchase Consideration to be issued or delivered in a name other than the
holder's name. The Paying Agent may refuse to deliver the certificates
representing the Purchase Consideration being issued in a name other than the
holder's name until the Paying Agent receives a sum sufficient to pay any tax
which will be due because the Purchase Consideration is to be issued or
delivered in a name other than the holder's name. Nothing herein shall preclude
any income tax withholding required by law or regulations.

       Section 3.9  Purchase of Securities at Option of the Holder upon Change
of Control Triggering Event.

               (a)  General. If a Change of Control occurs, all or any part of
such Holder's Securities shall be purchased, at the option of each Holder, by
the Company for cash in Dollars, provided that the Original Principal Amount of
Securities so purchased must be $1,000 or an

                                       47



integral multiple thereof, at (i) the Adjusted Principal Amount as of the Change
of Control Purchase Date plus accrued and unpaid interest to, but in each case
excluding, the Change of Control Purchase Date (the "Change of Control Purchase
Price"), plus any Final Period Distribution on the date that is not earlier than
30 nor later than 60 days after the Change of Control Purchase Notice (as
hereinafter defined) is sent, or such later date as may be necessary for the
Company to comply with the requirements of applicable law (the "Change of
Control Purchase Date"), subject to satisfaction by or on behalf of the Holder
of the requirements set forth in Section 3.9(c).

               (b)  Change of Control Notice. Within 15 Business Days after the
occurrence of a Change of Control Triggering Event, the Company shall (i)
provide a written notice of a Change of Control Triggering Event by registered
mail to the Trustee which shall provide a copy of such notice to Holders in the
manner specified herein and to beneficial owners, to the extent required by
applicable law and (ii) if the Trustee shall not have otherwise done so, cause
copy of such notice to be published in a daily newspaper of national circulation
in the United States. The Trustee shall be under no obligation to ascertain the
occurrence of a Change of Control Triggering Event or to provide notice with
respect thereto other than as provided above upon receipt of the written notice
of a Change of Control Triggering Event from the Company and the Guarantors. The
Trustee shall have the right conclusively to assume, in the absence of written
notice to the contrary from the Company and the Guarantors, that no Change of
Control Triggering Event has occurred. The notice shall include a form of Change
of Control Purchase Notice (as defined in Section 3.9(c)) to be completed by the
Holder and shall state:

                          (1)  That the offer to repurchase Securities is being
       made pursuant to a covenant in the Indenture and that all of the BUCS
       validly tendered will be accepted for payment;

                          (2)  the date by which the Change of Control Purchase
       Notice pursuant to this Section 3.9 must be given;

                          (3)  the anticipated Change of Control Purchase Date;

                          (4)  the anticipated Change of Control Purchase Price;

                          (5)  the name and address of each Paying Agent and
       Exchange Agent referred to in Section 10.02;

                          (6)  the Exchange Rate then in effect, including any
       adjustments thereto since the date of the issuance of the Securities;

                          (7)  that Securities as to which a Change of Control
       Purchase Notice has been provided may be exchanged pursuant to Article
       Eleven if they are otherwise exchangeable in accordance with Article
       Eleven only if the applicable Change of Control Purchase Notice, once
       provided, has been withdrawn in accordance with the terms hereof;

                                       48



                          (8)  that Securities must be surrendered to any Paying
       Agent at the office of such Paying Agent specified in such notice of
       Change of Control Triggering Event to collect payment;

                          (9)  that the Change of Control Purchase Price for any
       Security as to which a Change of Control Purchase Notice has been duly
       given and not withdrawn will be paid promptly following the later of the
       dates of the Change of Control Purchase Date and the time of surrender of
       such Security as described in clause (8) above;

                          (10) the procedures the Holder must follow to exercise
       rights under this Section 3.9 and a summary description of those rights;

                          (11) in summary form, the exchange rights of the
       Securities;

                          (12) the CUSIP number or ISIN number, as the case may
       be, of the Securities;

                          (13) that interest on Securities as to which a Change
       of Control Purchase Notice has been duly provided and not withdrawn will
       cease to accrue on and after the Change of Control Purchase Date; and

                          (14) the procedures for withdrawing a Change of
       Control Purchase Notice.

               (c)  Procedure to Exercise Rights. A Holder may exercise its
rights specified in Section 3.9(a) upon:

                          (i)  delivery to any Paying Agent at the office of
       such Paying Agent specified in the notice of Change of Control provided
       pursuant to Section 3.9(b), of a written notice (a "Change of Control
       Purchase Notice") at any time prior to the close of business on the
       Change of Control Purchase Date, stating:

                               (A)  the certificate number, if any, of the
       Security that the Holder will deliver to be purchased;

                               (B)  the portion of the Original Principal Amount
       of the Security that the Holder will deliver to be purchased, which
       portion must be $1,000 or an integral multiple thereof; and

                               (C)  that such Security shall be purchased on the
       Change of Control Purchase Date pursuant to the terms and conditions
       specified in paragraph 6 of the Securities; and

                          (ii) delivery or book-entry transfer of such Security
       to such Paying Agent at such office (together with all necessary
       endorsements), such delivery being a condition to receipt by the Holder
       of the Change of Control Purchase Price therefor.

                                       49



               If, pursuant to clause (B) of Section 3.9(c)(i), a Holder has
elected to deliver to the Company for purchase a portion of a Security, the
Company shall purchase for cash of Dollars such portion from the Holder thereof
pursuant to this Section 3.9. Provisions of this Indenture that apply to the
purchase of all of a Security also apply to the purchase of a portion of such
Security.

               Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.9 shall be consummated by the delivery of cash in
Dollars to the Holder promptly following the later of the Change of Control
Purchase Date and the time of delivery of the Security by the Holder to the
relevant Paying Agent in the manner required by this Section 3.9.

               Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent (at the office of such Paying Agent specified in
the Change of Control Notice provided pursuant to Section 3.9(b)) the Change
of Control Purchase Notice contemplated by this Section 3.9(c) shall have the
right to withdraw such Change of Control Purchase Notice at any time prior to
the close of the business at the office of the relevant Paying Agent on the
third Business Day prior to the Change of Control Purchase Date by delivery of a
written notice of withdrawal to such Paying Agent in accordance with Section
3.10.

               Each Paying Agent shall promptly notify the Company of its
receipt of any and all Change of Control Purchase Notices and any and all
written notices of withdrawal thereof.

               Section 3.10 Effect of Purchase Notice of Change of Control
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Change of Control Purchase Notice specified in Section 3.8(a) or Section 3.9(c),
as applicable, the Holder of the Security in respect of which such Purchase
Notice or Change of Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change of Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change of Control Purchase Price, as the case may
be, with respect to such Security. The Purchase Price shall be paid to such
Holder, subject to receipt of funds and/or securities by the Paying Agent,
promptly following the later of (x) the Purchase Date and (y) the time of
delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 3.8(a). The Change of Control Purchase Price shall be
paid to such Holder, subject to the receipt of funds by the Paying Agent,
promptly following the later of (x) on the Change of Control Purchase Date
(provided the conditions in Section 3.9(c) have been satisfied) and (y) the time
of delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 3.9(c). Securities in respect of which a Purchase
Notice or Change of Control Purchase Notice, as the case may be, has been given
by the Holder thereof may not be exchanged pursuant to Article Eleven hereof on
or after the date of the delivery of such Purchase Notice or Change of Control
Purchase Notice, as the case may be, unless such Purchase Notice of Change of
Control Purchase Notice, as the case may be, has first been validly withdrawn as
specified in the following two paragraphs.

               A Purchase Notice or Change of Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Change of Control Purchase Notice, as the case may be, at any time
prior to the close of business on the third business day prior to the Purchase
Date or the Change of Control Purchase Date, as the case may be, specifying:

                          (1)  the certificate number, if any, of the Security
in respect of which such notice of withdrawal is being submitted,

                                       50



               (2) the Original Principal Amount of the Security with respect to
     which such notice of withdrawal is being submitted, which shall be $1,000
     Original Principal Amount or an integral multiple thereof if the notice of
     withdrawal relates to less than the entire Principal Amount of Maturity of
     such Holder's Securities, and

               (3) the Original Principal Amount, if any, of such Security which
     remains subject to the original Purchase Notice or Change of Control
     Purchase Notice, as the case may be, and which has been or will be
     delivered for purchase by the Company.

          There shall be no purchase of any Securities pursuant to Section 3.8
or Section 3.9 if there has occurred (prior to, on or after, as the case may be,
the giving, by the Holders of such Securities, of the required Purchase Notice
or Change of Control Purchase Notice, as the case may be) and is continuing on
the date specified for payment pursuant to Section 3.10 an Event of Default (as
hereinafter defined) (other than a default in the payment of the Purchase Price
or Change of Control Purchase Price, as the case may be, with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Purchase Notice or Change of
Control Purchase Notice, as the case may be has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Purchase Price or Change of
Control Purchase Price, as the case may be, with respect to such Securities) in
which case, upon such return, the Purchase Notice or Change of Control Purchase
Notice, as the case may be with respect thereto shall be deemed to have been
withdrawn.

          Section 3.11 Deposit or Delivery of Purchase Price or Change of
Control Purchase Price. Prior to 10:00 a.m. (New York City time) on the Purchase
Date, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as
the Paying Agent, shall segregate and hold in trust as provided in Section 10.3)
Purchase Consideration sufficient to pay the aggregate Purchase Price of all the
Securities or portions thereof which are to be purchased as of the Purchase
Date. Prior to 10:00 a.m. (New York City time), on the Change of Control
Purchase Date, the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 10.3) an amount of money (in immediately available funds) sufficient to
pay the aggregate Change in Control Purchase Price of all the Securities or
portions thereof which are to be purchased as of the Change in Control Purchase
Date.

     Section 3.12 Securities Purchased in Part. Any Security that is to be
purchased only in part, as specified pursuant to Section 3.8(a) or 3.9(c), as
the case may be, shall be surrendered to a Paying Agent at the office of such
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute and the Trustee shall
authenticate and deliver to the applicable Holder, without service charge, a new
Security or Securities, having endorsed thereon a Guarantee or Guarantees duly
executed by the Guarantors, of any authorized denomination as requested by such
Holder in an aggregate Original Principal Amount equal to,

                                       51



and in exchange for, the portion of the Original Principal Amount of the
Security so surrendered that is not purchased.

     Section 3.13 Covenant to Comply with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 3.8 or 3.9, the Company and News Corporation shall (i) comply with
Rule l3e-4 and Rule 14e-1 under the Exchange Act, if applicable, (ii) file the
related Schedule TO (or any successor schedule, form or report) under the
Exchange Act, if required, and (iii) otherwise comply with all applicable United
States and Australian federal and state securities laws so as to permit the
rights and obligations under Sections 3.8 and 3.9 to be exercised in the time
and in the manner specified in Sections 3.8 and 3.9.

     Section 3.14 Repayment to the Company and/or the Guarantors (as
applicable). The Trustee and each Paying Agent shall upon written request
therefor return to the Company and/or the Guarantors, as applicable, any cash or
other form of Purchase Consideration, if applicable, that remains unclaimed for
two years as provided in paragraph 10 of the Securities held by them for the
payment of the Purchase Price or Change of Control Purchase Price, as the case
may be; provided, that, to the extent that the aggregate amount of cash or other
form of Purchase Consideration, if applicable, so deposited by or on behalf of
the Company and/or the Guarantors, as applicable, pursuant to Section 3.11
exceeds the aggregate Purchase Price or Change of Control Purchase Price, as the
case may be, of the Securities or portions thereof to be purchased, then
promptly after the Business Day following the Purchase Date or Change of Control
Purchase Date, as the case may be, the Trustee shall return any such excess to
the Company and/or the Guarantors, as applicable.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided for), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

          (a)    either

                     (i)  all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 2.4 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 10.3) have
     been delivered to the Trustee for cancellation; or

                     (ii) all such Securities not theretofore delivered to the
     Trustee for cancellation have become due and payable, and the Company has
     deposited or caused to be deposited with the Trustee as trust funds in
     trust for the purpose an amount

                                       52



     sufficient to pay and discharge the entire indebtedness on such Securities
     not theretofore delivered to the Trustee for cancellation, for principal
     and interest, to the date of such deposit (in the case of Securities which
     have become due and payable) or to the Stated Maturity or Redemption Date,
     as the case may be;

          (b)    the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

          (c)    the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7 and, if money shall
have been deposited with the Trustee as contemplated herein, the obligations of
the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall
survive such satisfaction and discharge.

          Section 4.2 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the amounts due and payable with respect to each Security for whose payment such
money or Exchange Market Value has been deposited with the Trustee. All moneys
deposited with the Trustee pursuant to Section 4.1 (and held by it or any Paying
Agent) for the payment of Securities subsequently exchanged shall be returned to
the Company upon Company Request.

                                    ARTICLE V

                                    REMEDIES

     Section 5.1 Events of Default. An "Event of Default," wherever used herein,
means any one of the following events that has occurred and is continuing
(irrespective of the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                     (1) default in payment of the Adjusted Principal Amount,
     Redemption Price, Purchase Price or Change of Control Purchase Price with
     respect to any Securities, when such becomes due and payable; or

                     (2) failure for 30 days to pay any interest on the
     Securities when due, including Additional Distributions; or

                     (3) the Company fails either to deliver cash or BSkyB
     Ordinary Shares or BSkyB ADSs to be delivered upon any exchange of any
     Securities or

                                       53



     to pay cash in lieu of fractional shares and continuance of such default
     for 10 Business Days; or

          (4) failure by the Company or a Guarantor to comply with any of its
     other agreements in the Securities, the Guarantees or herein for a period
     of 60 days after written notice shall have been given to the Company and
     News Corporation by the Trustee or to the Company or News Corporation and
     the Trustee by the Holders of not less than 25% in aggregate Original
     Principal Amount of the Securities then outstanding; or

          (5) a default shall occur under any indenture or instrument under
     which News Corporation or any Restricted Subsidiary of News Corporation has
     outstanding indebtedness for borrowed money or guarantees thereof, and such
     default shall have resulted in indebtedness in an aggregate amount of or in
     excess of $100,000,000, if it shall not already have matured, becoming or
     being declared due and payable prior to the date on which it would
     otherwise have become due and payable, and such acceleration is not
     rescinded or annulled or there shall not have been deposited in trust an
     amount sufficient to discharge such indebtedness; or

          (6) failure to pay at stated maturity, and the expiration of any grace
     period, any other indebtedness for borrowed money of News Corporation or
     any of its Restricted Subsidiaries in excess of $100,000,000; or

          (7) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company, News Corporation or any Significant
     Subsidiary a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment or composition of
     or in respect of the Company, News Corporation or any Significant
     Subsidiary under the federal Bankruptcy Code or the applicable corporations
     law of any Australian jurisdiction (including any applicable political
     subdivision thereof) or any other applicable federal or state law, or
     appointing a receiver, liquidator, assignee trustee, sequestrator (or other
     similar official) of the Company, News Corporation or any Significant
     Subsidiary or of any substantial part of the property of the Company, News
     Corporation or any Significant Subsidiary, or ordering the winding up or
     liquidation of the affairs of the Company, News Corporation or any
     Significant Subsidiary, and the continuance of any such decree or order
     unstayed and in effect for a period of 60 consecutive days; or

          (8) the institution by the Company, News Corporation or any
     Significant Subsidiary of proceedings to be adjudicated a bankrupt or
     insolvent, or the consent by the Company, News Corporation or any
     Significant Subsidiary to the institution of bankruptcy or insolvency
     proceedings against it, or the filing by the Company, News Corporation or
     any Significant Subsidiary of a petition or answer or consent seeking
     reorganization or relief under the federal Bankruptcy Code or the
     applicable corporations law of any Australian jurisdiction (including any
     applicable political subdivision thereof) or any other applicable federal
     or state law, or the consent by the Company, News Corporation or any
     Significant Subsidiary to the filing of any such petition or to the
     appointment of a receiver, liquidator, assignee, trustee, sequestrator (or

                                       54



     other similar official) of the Company, News Corporation or any Significant
     Subsidiary or of any substantial part of the property of the Company, News
     Corporation or any Significant Subsidiary, of the making by the Company,
     News Corporation or any Significant Subsidiary of an assignment for the
     benefit of creditors, or the admission by the Company, News Corporation or
     any Significant Subsidiary in writing of its inability to pay its debts
     generally as they become due; or

                    (9)   final judgments for the payments of money which in the
     aggregate exceed $250,000,000 shall be rendered against News Corporation or
     any Restricted Subsidiary by a court and shall remain unstayed or
     undischarged for a period of 60 days.

     Section 5.2 Acceleration of Maturity, Rescission and Annulment. If an Event
of Default occurs and is continuing (other than an Event of Default specified in
Section 5.1(7) or (8)), the Trustee or the Holders of not less than 25% in
aggregate Principal Amount of the Outstanding Securities may declare the amount
set forth in Section 2.11(d) to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders) and upon any
such declaration, such amount shall become immediately due and payable. If an
Event of Default specified in Section 5.1(7) or (8) occurs and is continuing,
the amount set forth in Section 2.11(d) shall automatically become and be
immediately due and payable, without any declaration or other act on the part of
the Trustee or the Holders. At any time after such a declaration of acceleration
has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as provided in this Article hereinafter, the
Holders of a majority in aggregate Original Principal Amount of the Outstanding
Securities, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

          (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                    (i)   all overdue interest and Additional Distributions, on
     all Securities;

                    (ii)  the principal of any Securities which have become due
     otherwise than by such declaration of acceleration; and

                    (iii) all sums paid or advanced by the Trustee hereunder and
     the reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel;

          and

          (b) all Events of Default, other than the non-payment of the principal
of Securities which have become due solely by such declaration of acceleration,
have been cured or waived.

          No such rescission shall affect any subsequent default or impair any
right consequent thereon.

                                       55



     Section 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee. If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

     Section 5.4 Trustee May File Proofs of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

     Section 5.5 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     Section 5.6 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article Five shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or interest, if any (including any Additional
Distributions), upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: to the payment of all amounts due the Trustee under Section
6.7;

          SECOND: to the payment of the amounts then due and unpaid for
principal of and interest (including any Additional Distributions) on the
Securities, in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any

                                       56



kind, according to the amounts due and payable on such Securities for principal
and interest (including any Additional Distributions), respectively; and

          THIRD: to the Company.

     Section 5.7 Limitation on Suits. No Holder of any Security shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder or on the Guarantees, unless:

                    (1) such Holder has previously given written notice to the
     Trustee of a continuing Event of Default;

                    (2) the Holders of not less than 25% in aggregate Original
     Principal Amount of the Outstanding Securities shall have made a written
     request to the Trustee to institute proceedings in respect of such Event of
     Default in its own name as Trustee hereunder;

                    (3) such Holder or Holders have offered to the Trustee
     reasonable indemnity satisfactory to it against the costs, expenses and
     liabilities to be incurred in compliance with such request;

                    (4) the Trustee for 60 days after its receipt of such
     notice, request and offer of indemnity has failed to institute any such
     proceeding; and

                    (5) no direction inconsistent with such written request has
     been given to the Trustee during such 60-day period by the Holders of a
     majority in aggregate Original Principal Amount of the Outstanding
     Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all the Holders.

     Section 5.8 Unconditional Right of Holders to Receive Payments, to Require
Purchase and to Exchange. Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the Adjusted Principal Amount, interest,
Additional Distributions, Redemption Price, Purchase Price, Change of Control
Purchase Price and any other interest in respect of any of the foregoing held by
such Holder on or after the respective due dates expressed in such Security, to
require the Company to exchange such Security in accordance with Article Eleven
and to institute suit for the enforcement of any such payment or right to
exchange, and such rights shall not be impaired without the consent of such
Holder.

     Section 5.9 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined

                                       57



adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 2.4, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article Five or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     Section 5.12 Control by Holders of Securities. The Holders of a majority in
Original Principal Amount of the Outstanding Securities shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee; provided, that:

                    (1) such direction shall not be in conflict with any rule of
     law or with this Indenture, and

                    (2) the Trustee may take any other action deemed proper by
     the Trustee which is not inconsistent with such direction.

     Section 5.13 Waiver of Past Defaults. Subject to Section 5.2, the Holders
of not less than a majority in Original Principal Amount of the Outstanding
Securities may, on behalf of the Holders of all the Securities, waive any past
default hereunder and its consequences, except a default:

                    (1) in the payment of the principal or interest (including
     any Additional Distributions payment of principal, redemption payments,
     repurchase obligations, exercise payments and interest of the Debentures)
     on any Security (unless such default has been cured and a sum sufficient to
     pay all matured installments of interest and principal due otherwise than
     by acceleration has been deposited with the Trustee); or

                    (2) in respect of a covenant or provision hereof which under
     Article Eight cannot be modified or amended without the consent of the
     Holder of each Outstanding Security affected; provided, however, that if
     the Securities are held by a

                                       58



     Trust or a trustee of such Trust, such waiver shall not be effective until
     the holders of a Majority in Liquidation Amount of Trust Securities shall
     have consented to such waiver; provided, further, that if the consent of
     the Holder of each outstanding Security is required, such waiver shall not
     be effective until each holder of the Trust Securities shall have consented
     to such waiver.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

     Section 5.14 Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided, that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company or the Trustee or in any suit for the enforcement of the right to
receive the principal of and interest (including any Additional Distributions)
on any Security.

     Section 5.15 Waiver of Stay or Extension Laws. Each of the Company and the
Guarantors covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and each of the Company and the Guarantors (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

     Section 5.16 Enforcement by Holders of BUCS. Any holder of BUCS may
institute any action directly against the Company or any of the Guarantors under
the Indenture or Debentures if (i) such holder previously shall have given the
Property Trustee under the Declaration written notice of an Event of Default and
the continuance thereof, (ii) the holders of not less than 25% of the aggregate
adjusted liquidation preference of the BUCS then outstanding shall have
requested the Property Trustee to institute such action and shall have offered
the Property Trustee reasonable indemnification and (iii) the Property Trustee
shall not have instituted such action within 90 days of such request. Further,
if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company or the Guarantors to pay any
interest, principal, redemption, Change of Control Purchase Price or other
payment on the Securities on the date such amount is otherwise payable,
including, without limitation, any Redemption Date, Purchase Date or Exchange
Date, the Company and each Guarantor acknowledge that, in such event, a holder
of BUCS may institute a Direct Action for payment on or after the respective due
date specified in the Securities (provided that the conditions set forth in
clauses (i), (ii) and (iii) of the preceding sentence are satisfied). The
Company and the Guarantors may not amend the Indenture to remove the foregoing
right to bring a Direct Action without the prior written

                                       59



consent of all the holders of such BUCS. Notwithstanding any payment made to
such holder of BUCS by the Company or any Guarantor in connection with a Direct
Action, the Company shall and the Guarantors remain obligated to pay any
interest, principal, redemption, Change of Control Purchase Price or other
payment on the Securities held by the Trust or the Property Trustee for the
Trust and the Company and the Guarantors shall be subrogated to the rights of
the holder of such BUCS with respect to payments on the BUCS to the extent of
any payments made by the Company or such Guarantor to such holder in any Direct
Action. The holders of BUCS will not be able to exercise directly any other
remedy available to the holders of the Securities.

                                   ARTICLE VI

                                   THE TRUSTEE

     Section 6.1 Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     Section 6.2 Notice of Defaults. Within 90 days after the occurrence of any
Default hereunder, the Trustee shall transmit to Holders, in the manner and to
the extent provided in Section 1.6, notice of such Default hereunder actually
known to a Responsible Officer of the Trustee, unless such Default shall have
been cured or waived; provided, that, except in the case of a Default of the
character specified in Section 5.1(1), the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders.

     Section 6.3 Certain Rights of Trustee. Subject to the provisions hereof:

          (a)    the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
(whether in original or facsimile form) believed by it to be genuine and to have
been signed or presented by the proper party or parties;

          (b)    any request or direction of the Company or the Guarantors
mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order or Guarantor Request or Guarantor Order and any resolution of a Board of
Directors may be sufficiently evidenced by a Board Resolution;

          (c)    whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action

                                       60



hereunder, the Trustee (unless other evidence be herein specifically prescribed)
shall have the right, in the absence of bad faith on its part, rely upon an
Officers' Certificate;

               (d) the Trustee shall have the right to consult with legal
counsel of its own selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

               (e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

               (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, shall be entitled to examine during normal
business hours the books and records of the Company and the Guarantors,
personally or by agent or attorney at the sole expense of the Company and shall
incur no liability or additional liability of any kind by reason of such inquiry
or investigation;

               (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

               (h) in the event that an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

               (i) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture;

               (j) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;

               (k) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of any
mathematical calculations or other facts stated therein);

                                       61



               (l) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in Original Principal Amount of
Securities, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to such
Securities.

               (m) The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
has reasonable grounds for believing that repayment of such funds or adequate
indemnity against risk or liability is not reasonably assured to it.

               (n) The Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts.

               (o) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

               (p) The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

               (q) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

     Section 6.4   Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) and in the Guarantees shall be taken as the
statements of the Company or the Guarantors, as the case may be, and the Trustee
assumes no responsibility for their correctness, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities or Guarantees. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

     Section 6.5   May Hold Securities. The Trustee, any Paying Agent, any
Transfer Agent, any Exchange Agent, any Security Registrar or any other agent of
the Company or the Guarantors, in its individual or any other capacity, shall
have the right to become the owner or pledgee of Securities and may otherwise
deal with the Company and the Guarantors with the same rights it would have if
it were not Trustee, Paying Agent, Transfer Agent, Exchange Agent, Security
Registrar or such other agent.

     Section 6.6   Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be

                                       62



under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

     Section 6.7   Compensation and Reimbursement. The Company and each of the
Guarantors jointly and severally covenant and agree:

                         (1) to pay to the Trustee from time to time such
     compensation as agreed upon from time to time in writing for all services
     rendered by it hereunder (which compensation shall not be limited by any
     provision of law in regard to the compensation of a trustee of an express
     trust);

                         (2) except as otherwise expressly provided herein, to
     reimburse the Trustee upon its request for all expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     hereof (including the reasonable compensation, expenses and disbursements
     of its agents and counsel), except to the extent that any such expense,
     disbursement or advance is judicially determined to have been caused by its
     own negligence, willful misconduct or bad faith; and

                         (3) to fully indemnify the Trustee for, and to hold it
     harmless against, any and all loss, liability, claim, damage, or expense
     (including reasonable fees and expenses of its agents and counsel),
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder incurred, arising out of or in connection with
     the acceptance or administration of this trust or performance of its duties
     hereunder, except to the extent that any such loss, liability or expense is
     judicially determined to have been caused by its own negligence, willful
     misconduct or bad faith.

             The term "Trustee" shall include any predecessor Trustee but the
negligence of any Trustee shall not affect the rights of any other Trustee
hereunder.

             As security for the performance of the obligations of the Company
and the Guarantors under this Section 6.7 the Trustee shall have a claim prior
to the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of Holders of particular
Securities.

             The payment obligations of the Company and the Guarantors pursuant
to this Section 6.7 shall survive discharge of this Indenture, when the Trustee
incurs expenses after the occurrence of a Default specified in Sections 5.1(7)
or 5.1(8), the expenses are intended to constitute expenses of administration
under any Bankruptcy law and the resignation or removal of the Trustee.

     Section 6.8   Disqualification; Conflicting Interests. If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

     Section 6.9   Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act to

                                       63



act as such Trustee and has a combined capital and surplus of at least
$50,000,000 and has its Corporate Trust Office in New York, New York. If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then, for the
purposes of this Section 6.9, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 6.9, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Six.

     Section 6.10  Resignation and Removal; Appointment of Successor.

             (a)   No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article Six shall become effective until
the acceptance of appointment by the successor Trustee under Section 6.11.

             (b)   The Trustee may resign at any time by giving written notice
thereof to the Company and News Corporation. If the instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may, at
the expense of the Company, petition any court of competent jurisdiction at the
expense of the Company for the appointment of a successor Trustee.

             (c)   The Trustee may be removed at any time by Act of the Holders
of a majority in Original Principal Amount of the Outstanding Securities,
delivered to the Trustee and to the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may, at
the expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                   (i) If at any time:

                       (1) the Trustee shall fail to comply with Section 6.8
     after written request therefor by the Company or by any Holder who has been
     a bona fide Holder of a Security for at least six months, or

                       (2) the Trustee shall cease to be eligible under Section
     6.9 and shall fail to resign after written request therefor by the Company
     or by any such Holder, or

                       (3) the Trustee shall become incapable of acting or shall
     be adjudged bankrupt or insolvent or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

     then, in any such case, (i) the Company by a Board Resolution may remove
     the Trustee, or (ii) subject to Section 5.14, any Holder who has been a
     bona fide Holder of a Security for at least six months may, on behalf of
     itself and all others similarly situated, petition

                                       64



     any court of competent jurisdiction for the removal of the Trustee and the
     appointment of a successor Trustee.

             (d)   If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in Original Principal Amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

             (e)   The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

     Section 6.11  Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; provided, that on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments required to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

             No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article Six.

     Section 6.12  Merger, Exchange, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided, such
corporation shall be otherwise qualified and eligible under this Article Six,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case the Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such

                                       65



authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

     Section 6.13  Preferential Collection of Claims Against the Company. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.1   Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee

                         (1)  semiannually, not later than June 30 and December
     31 in each year, a list, in such form as the Trustee may reasonably
     require, of the names and addresses of the Holders as of a date not more
     than 15 days prior to the delivery thereof, and

                         (2)  at such other times as the Trustee may request in
     writing, within 30 days after the receipt by the Company of any such
     request, a list of similar form and content as of a date not more than 15
     days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

     Section 7.2   Preservation of Information; Communications to Holders. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.1 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.1 upon receipt of a
new list so furnished.

                         (i)  The rights of Holders to communicate with other
     Holders with respect to their rights under this Indenture or under the
     Securities, and the corresponding rights and duties of the Trustee, shall
     be as provided by the Trust Indenture Act.

                         (ii) Every Holder of Securities, by receiving and
     holding the same, agrees with the Company and the Trustee that neither the
     Company nor the Trustee nor any agent of either of them shall be held
     accountable by reason of any disclosure of information as to names and
     addresses of Holders made pursuant to the Trust Indenture Act.

Section 7.3 Reports by the Trustee. (a) Within 60 days after May 15 of each
year, commencing May 15, 2004, the Trustee shall transmit by mail to Holders
such reports

                                       66



concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act in the manner provided pursuant thereto.

               (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange or delisted therefrom.

     Section 7.4   Reports by the Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided, that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission.

               Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

               The Company shall also provide to the Trustee on a timely basis
such information as the Trustee requires to enable the Trustee to prepare and
file any form required to be submitted by the Company with the Internal Revenue
Service and the Holders of the Notes relating to original issue discount,
including, without limitation, Form 1099-OID or any successor form.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 8.1   When News Corporation or the Company May Merge or Transfer
Assets. Neither News Corporation nor the Company shall consolidate with or merge
with or into any other Person or, directly or indirectly, convey, transfer or
lease all or substantially all of its properties and assets on a consolidated
basis to any Person, unless:

                         (1)  in the case of any merger or consolidation
     involving News Corporation, (I) News Corporation shall be the continuing
     Person, or (II)(x) the Person (if other than News Corporation) formed by
     such consolidation or into which News Corporation is merged or to which the
     properties and assets of News Corporation, substantially as an entirety,
     are transferred (the "News Corporation Surviving Entity") shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, all of the obligations of
     News Corporation under the Guarantees and this Indenture, (y) this
     Indenture remains in full force and effect and (z) the News Corporation
     Surviving Entity shall be a corporation organized and existing under the
     laws of any Permitted Jurisdiction (as hereinafter defined); and (B) in
     the case of any

                                       67



     merger or consolidation involving the Company, (I) the Company shall be the
     continuing Person (provided that in the case of any merger or consolidation
     of News Corporation with or into the Company, the Company, at the time of
     the consummation of any such transaction shall be a corporation existing
     under the laws of the United States or any state thereof or the District of
     Columbia), or (II)(x) the Person (if other than the Company) formed by such
     consolidation or into which the Company is merged or to which the
     properties and assets of the Company, substantially as an entirety, are
     transferred (the "Company Surviving Entity") shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, all of the obligations of the Company, as
     applicable, under the Securities and this Indenture, (y) this Indenture
     remains in full force and effect and (z) the Company Surviving Entity shall
     be a corporation organized and existing under the laws of the United States
     or any state thereof or the District of Columbia;

                         (2)  immediately before and after giving effect to such
     transactions no Default or Event of Default shall have occurred and be
     continuing; and

                         (3)  the Company or News Corporation, as the case may
     be, shall have delivered to the Trustee an Officers' Certificate and an
     Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and such supplemental indenture comply with
     this Article Eight and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

               "Permitted Jurisdiction" means (a) Australia (including its
political subdivisions), (b) the United States or any state thereof or the
District of Columbia, (c) any other country (including its political
subdivisions) which is on the date hereof a member of the Organization for
Economic Cooperation and Development or (d) any other country whose legal and
jurisprudential system is principally based on, or substantially similar to,
English common law, and with respect to which the Trustee shall have received
under an Officers' Certificate to the effect that existence under the laws of
such jurisdiction will not in any material respect, considered as a whole,
adversely affect the rights of Holders hereunder or the holders of BSkyB
Ordinary Shares or News Corporation Preferred ADSs (including by imposing any
tax on such Persons which in scope, application or rate exceeds such tax then in
effect imposed by Australia).

     Section 8.2 Successor Substituted. Upon any consolidation of the Company or
News Corporation with, or merger of the Company or News Corporation into, any
other Person or any conveyance, transfer or lease of the properties and assets
of the Company or News Corporation substantially as an entirety in accordance
with Section 8.1, the successor Person formed by such consolidation or into
which the Company or News Corporation is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or News Corporation, as the case
may be, under this Indenture with the same effect as if such successor Person
had been named as the Company or News Corporation, as the case may be, herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                       68



                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     Section 9.1   Supplemental Indentures Without Consent of Holders. Without
the consent of any Holder, the Company, News Corporation on behalf of the
Guarantors, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                         (1)  to evidence the succession of another Person to
     the Company or any of the Guarantors and the assumption by any such
     successor of the covenants of the Company or such Guarantor herein and in
     the Securities; or

                         (2)  to add to the covenants of the Company or any of
     the Guarantors for the benefit of the Holders or to surrender any right or
     power herein conferred upon the Company or any of the Guarantors; or

                         (3) to cure any ambiguity, to correct or supplement any
     provision herein which may be inconsistent with any other provision herein,
     or to make any other provisions with respect to matters or questions
     arising under this Indenture which shall not be inconsistent with the
     provisions of this Indenture; provided, that such action pursuant to this
     clause (3) shall not adversely affect the interests of the Holders of the
     Securities or, so long as any of the BUCS shall remain outstanding, the
     holders of the BUCS; or

                         (4)  to comply with the requirements of the Commission
     in order to effect or maintain the qualification of this Indenture under
     the Trust Indenture Act;

                         (5)  to make provision for transfer procedures,
     certification, book-entry provisions, the form of restricted securities
     legends, if any, to be placed on Securities, and all other matters required
     pursuant to Section 2.6 or otherwise necessary, desirable or appropriate in
     connection with the issuance of Securities to holders of BUCS in the event
     of a distribution of Securities by the Trust if a Tax Event occurs and is
     continuing; or
                         (6)  to reflect the release of a Guarantor pursuant to
     Section 12.4.


     Section 9.2   Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in aggregate Original
Principal Amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, News Corporation on behalf of the
Guarantors, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby:

                                       69



                         (1)  reduce the percentage of the Original Principal
     Amount of Securities the Holders of which must consent to any amendment or
     waiver under this Indenture or reduce the requirements of this Indenture
     for quorum or voting;

                         (2)  reduce the rate of interest, including Additional
     Distributions, on the Securities or extend the time for payment of interest
     on any Security;

                         (3)  extend the Stated Maturity of any Security;

                         (4) reduce the Redemption Price, Purchase Price or
     Change of Control Purchase Price of any Security or extend the date on
     which the Purchase Price or Change of Control Purchase Price of any
     Security is payable, or reduce the Exchange Rate, the Exchange Market Value
     or the amount of cash to be delivered upon any exchange or manner of
     effecting any adjustments thereof;

                         (5)  make any Security payable in money or securities
     other than as stated in the Security;

                         (6)  make any change in Section 5.2 or this Section
     9.2, or to make any change in Section 5.16 except to increase any
     percentage set forth therein;

                         (7)  make any change that adversely affects the right
     to exchange any Security;

                         (8)  make any change that adversely affects the right
     to require the Company to purchase the Securities in accordance with the
     terms thereof and this Indenture on a Purchase Date or Change of Control
     Purchase Date;

                         (9)  impair the right to institute suit for the
     enforcement of any payment with respect to, or exchange of, the Securities;
     or

                         (10) modify the provisions of this Indenture relating
     to the Guarantees in a manner adverse to the Holders of the Securities.

          If the Securities are held by the Trust or a trustee of the Trust, a
supplemental indenture shall not be effective until the holders of a Majority in
Liquidation Amount of Trust Securities shall have consented to such supplemental
indenture; provided, further, that if the consent of the Holder of each
Outstanding Security is required, such supplemental indenture shall not be
effective until each holder of the BUCS shall have consented to such
supplemental indenture.

          It shall not be necessary for any Act of Holders under this Section
9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such

                                       70



Persons, shall be entitled to consent to such supplemental indenture, whether or
not such Holders remain Holders after such record date; provided that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.

     Section 9.3  Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with (subject to Section 6.1), and
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 9.4  Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article Nine, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     Section 9.5  Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the Trust Indenture Act then in effect.

     Section 9.6  Reference in Securities to Supplemental Indentures. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Company and the Trustee, to any
such supplemental indenture may be prepared and executed by the Company
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

                                   ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES

     Section 10.1 Payment of Securities. The Company will duly and punctually
pay the Adjusted Principal Amount at Stated Maturity (if Debentures are
outstanding), interest (including Additional Distributions), Redemption Price,
Purchase Price, Change of Control Purchase Price and other interest, if any, in
respect of the Securities in accordance with the terms of the Securities and
this Indenture.

     Section 10.2 Maintenance of Offices or Agencies. The Company will maintain
in the United States an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be

                                       71



served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in the United States) where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the United States for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

     Section 10.3 Amounts for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent, it will, on or before
each due date of payments in respect of any Security, segregate and hold in
trust for the benefit of the Persons entitled thereto an amount of money in
Dollars as provided for in Section 3.8, sufficient to make such payments so
becoming due until such amounts shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

          Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of payments in respect of any Security, deposit with a
Paying Agent an amount sufficient to make such payments so becoming due, such
amount to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

          The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.3,
that such Paying Agent will:

                   (1)   comply with the provisions of the Trust Indenture Act
     applicable to it as a Paying Agent; and

                   (2)   during the continuance of any default by the Company
     (or any other obligor upon the Securities) in the making of any payment in
     respect of the Securities, upon the written request of the Trustee,
     forthwith pay to the Trustee all sums held in trust by such Paying Agent as
     such.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all amounts held
in trust by the Company or such Paying Agent, such amounts to be held by the
Trustee upon the same trusts as those upon which such amounts were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.

                                       72



            Any money or securities deposited with the Trustee or any Paying
Agent, or then held by the Company in trust for the payment in respect of any
Security and remaining unclaimed for two years after such payment has become due
and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of any Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company, as trustee
thereof, shall thereupon cease.

     Section 10.4 Statement by Officers as to Default. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers' Certificate, stating whether or not
to the best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the material terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge. The Company shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company becomes aware of
the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or default and
the action which the Company proposes to take with respect thereto.

     Section 10.5 Limitation on Dividends; Transactions with Affiliates;
Covenants as to the Trust.

            (a)   News Corporation and the Company covenant that so long as any
Securities are outstanding, if (i) there shall have occurred and be continuing
any event that with the giving of notice or the lapse of time or both, would
constitute an Event of Default, or (ii) the Guarantors shall be in default with
respect to payment of any obligations under the Guarantees, then (a) News
Corporation shall not declare or pay dividends on, or make a distribution with
respect to, or redeem, purchase or acquire, or make a liquidation payment with
respect to, any of its capital stock (other than any dividends payable in shares
of its capital stock or the purchase of fractional interests in shares of its
capital stock upon the conversion or exchange of such capital stock or the
security being converted or exchanged), (b) News Corporation and the Company
shall not make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by News Corporation or
the Company that rank equally with or junior to the Securities (except by
conversion into or exchange for capital stock of News Corporation) and (c) News
Corporation and the Company shall not make any guarantee payments with respect
to the foregoing or to any guarantee of preferred or preference shares issued by
Subsidiaries (other than pursuant to the Preferred Securities Guarantees or any
guarantees ranking at least pari passu with such guarantees).

            (b)   News Corporation and the Company also covenant and agree (i)
that News Corporation shall directly or indirectly maintain 100% ownership of
the Common Securities; provided, however, that any permitted successor of the
News Corporation hereunder may succeed to such direct or indirect ownership of
such Common Securities and (ii) that it shall use its reasonable efforts,
consistent with the terms and provisions of the Declaration, to cause the

                                       73



Trust (x) to remain a statutory trust, except in connection with the
distribution of Trust assets to the holders of Trust Securities in liquidation
of the Trust, the redemption of all of the Trust Securities of the Trust, or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration, and (y) to otherwise continue to be classified as grantor trusts
for United States federal income tax purposes.

            (c)   News Corporation also covenants and agrees that (i) for so
long as the BUCS are outstanding, it will not cause the Trust to convert the
Securities except pursuant to a notice of conversion delivered by a holder of
BUCS to the Exchange Agent in accordance with Section 11.1, (ii) it shall not
voluntarily terminate, wind-up or liquidate the Trust, except (A) in connection
with a distribution of the Securities to the holders of BUCS in liquidation of
the Trust or (B) in connection with a merger, consolidation or amalgamation
permitted by the Declaration, (iii) to the extent the Company elects to deliver
BSkyB Ordinary Shares upon an exchange of the BUCS by the holders thereof, it
shall cause the delivery of BSkyB Ordinary Shares to such exchanging holders,
and (iv) to honor all obligations relating to the exchange of BUCS into or for
BSkyB Ordinary Shares (or BSkyB ADSs) or Debentures.

     Section 10.6 Payment of Expenses of the Trust. In connection with the
offering, sale and issuance of the Securities to the Property Trustee in
connection with the sale of the Trust Securities by the Trust, the Company and
News Corporation shall:

            (a)   pay for all costs, fees and expenses relating to the offering,
sale and issuance of the Securities, including compensation of the Trustee under
the Indenture in accordance with the provisions of Section 6.7 of the Indenture;

            (b)   be responsible for and pay for all debts and obligations
(other than with respect to the Trust Securities) of the Trust, pay for all
costs and expenses of the Trust (including, but not limited to, costs and
expenses relating to the organization of the Trust, the offering, sale and
issuance of the Trust Securities, the fees and expenses of the Property Trustee
and the Delaware Trustee, the costs and expenses relating to the operation of
the Trust, including without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s), registrar(s),
transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of any of the Trust's assets); and

            (c)   pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of any of the Trust.

     Section 10.7 Delivery of Certain Information. At any time when the News
Corporation is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder of News
Corporation Preferred ADSs issued upon exchange or purchase thereof, News
Corporation will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or any beneficial owner of Securities or
holder or beneficial owner of News Corporation Preferred ADSs, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance

                                       74



by such Holder or holder with Rule 144A under the Securities Act in connection
with the resale of any such security. "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities
Act. Whether a person is a beneficial owner shall be determined by the Company
to the Company's reasonable satisfaction.

     Section 10.8 Calculation of Original Issue Discount. The Company shall file
with the Trustee no later than the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE XI

                             EXCHANGE OF SECURITIES

     Section 11.1 Exchange Privilege.

            (a)   Each Debenture will be exchangeable at the option of the
Holder at any time on or after April 2, 2004 (except as otherwise provided in
subsection (f) below) for the Exchange Market Value of the Reference Shares
attributable to that Debenture. The number of Reference Shares attributable to
each Debenture shall initially be 77.09 (the "Exchange Rate"), subject to
adjustment as a result of any Reference Share Proportionate Reduction or any
other adjustment contemplated by the definition of "Reference Shares."

            (b)   Upon the exercise by a Holder of its exchange option pursuant
to and in accordance with this Section 11, the Company may, at its option, (i)
pay 100% of the Exchange Market Value of the Reference Shares attributable to
each Debenture, in cash; (ii) deliver the Reference Shares attributable to such
Debenture in payment of such Exchange Market Value; or (iii) deliver a
combination of Reference Shares and cash. Such payment or delivery will be made
as promptly as practicable, but in any event within three Trading Days after the
date of determination of the Exchange Market Value. The Company shall notify the
Exchange Agent of its election to pay cash or deliver Reference Shares, or a
combination of the foregoing, which shall be irrevocable, by no later than 10:00
a.m., New York City time, on the Trading Day next following the applicable
Exchange Date. The Exchange Agent shall notify an exchanging Holder of the
Company's election under this Section 11.1 prior to 10:00 a.m., New York City
time, on the second Trading Day after the Exchange Date.

            (c)   To exchange a Debenture a Holder must (a) in the case of a
Debenture held through the Depositary, surrender such Debenture for exchange
through book-entry transfer into the account of the Exchange Agent, transmit an
agent's message requesting such exchange and comply with such other procedures
of the Depositary as may be applicable in the case of an exchange and (b) in the
case of a Debenture held in certificated form, (i) complete and manually sign
the Notice of Exchange attached to the Debenture (or complete and sign a
facsimile of the Notice of Exchange) and deliver such Notice of Exchange to the
Exchange Agent, (ii) surrender the Debenture to the Exchange Agent, (iii)
furnish appropriate endorsements and transfer documents, if required by the
Exchange Agent, the Company or the Trustee, (iv) pay any transfer

                                       75



or similar tax, if required and (v) indicate whether, if the Company indicates
its intention to deliver Reference Shares in whole or in part, it would prefer
to receive BSkyB Ordinary Shares or BSkyB ADSs and the proportionate amounts, if
a combination. An exchange shall be deemed to have been effected at 5:00 p.m.,
New York City time, on the Exchange Date. The delivery of a Notice of Exchange
or, in the case of book-entry, an agent's message requesting exchange, shall be
irrevocable. A Holder may exchange a portion of its Debentures only if the
portion is $1,000 Original Principal Amount or an integral multiple thereof.
Following the Exchange Date for an exchange of Debentures, all rights of the
Holder with respect to such Debentures shall cease, except for the right of such
Holder to receive 100% of the Exchange Market Value of the Reference Shares
attributable to such Debentures.

            (d) By 10:00 a.m., New York City time, on each Trading Day following
receipt by the Exchange Agent of notification from DTC that DTC has received an
agent's message from a DTC participant electing to exercise its exchange option
with respect to its Debentures, and delivery of such Debentures into the
Exchange Agent's DTC participant account, or following receipt of a complete
manually signed Notice of Exchange and receipt of certificated Debentures from a
Holder, the Exchange Agent shall notify the Company of the principal amount of
Debentures which has been tendered. When the Exchange Market Value has been
determined, the Company shall deliver an Officers' Certificate to the Trustee
setting forth the exact amount to be paid or the amount of Reference Shares to
be delivered to the tendering Holder and no later than 5:00 p.m., New York City
Time on the third Trading Day following the date of such determination shall
deposit such amount with the Exchange Agent (except that if the Company elects
to deliver Reference Shares in certificated form, the Company shall act as its
own Paying Agent as to such shares). Upon receipt of such payment or delivery
from the Company, the Exchange Agent shall pay DTC as soon as practicable or, in
the case of Debentures that are held in certificated form, as directed by the
tendering Holder. Where the Company acts as its own Paying Agent with respect to
certificated Reference Shares, it shall deliver them (i) as directed by the
relevant participants of the Depositary, as identified by the Depositary, or
(ii) to or at the direction of tendering Holders of Debentures.

            (e) In the case of any exchange made during the period from (but
excluding) a Regular Record Date for any Interest Payment Date to (but
excluding) such Interest Payment Date, the Holder shall tender funds equal to
the interest and any Additional Distribution payable on such Interest Payment
Date.

            (f) The right to exchange Debentures pursuant to this Section 11.1
shall terminate at 5:00 p.m., New York City time, (i) in the case of Stated
Maturity of the principal amount of the Debentures, on the third Trading Day
immediately preceding such Stated Maturity and (ii) in the case of an optional
redemption, on the third Trading Day immediately preceding the Redemption Date.

            (g) In the event the Debentures have been delivered to the Holders,
the Company shall have the option to designate a financial institution (the
"Designated Institution") to which Securities surrendered for exchange by a
Holder will initially be offered by the Exchange Agent for exchange no later
than 9:00 a.m. on each Exchange Date, in lieu of exchanging the Securities;
provided, however, that the Company shall not have such option if the Securities
have been called for redemption in accordance with Sections 3.1 and 3.3 hereof.
For

                                       76



purposes of this Section 11.1(g), if Debentures are validly tendered for
exchange prior to 9:30 a.m. New York City time on a Trading Day, such day shall
be referred to as the "Exchange Day." In order to accept Securities surrendered
for exchange, the Designated Institution must, no later than 5:00 p.m. on the
Trading Day following Exchange Day, agree to exchange for such Securities a
number of BSkyB Ordinary Shares equal to the number of BSkyB Ordinary Shares
such Holder would receive upon exchange, plus cash for any fractional BSkyB
Ordinary Shares. If the Company does not designate such an institution, if the
Designated Institution declines to accept for exchange any Securities in whole
or in part, or if the Designated Institution agrees to accept any Security for
exchange but does not thereafter timely deliver the related BSkyB Ordinary
Shares, such Securities or portions thereof shall be exchanged by the Company
provided, that, if the Designated Institution accepts Securities for exchange
and fails to deliver BSkyB Ordinary Shares on a timely basis, the Company shall
deliver BSkyB Ordinary Shares to the Holders entitled thereto and no other form
of Exchange Market Value. Any Securities exchanged by the Designated Institution
shall remain outstanding.

            (h) The Company's right to exercise its election to deliver
Reference Shares upon exchange shall be conditioned upon:

                      (i)   the Company's giving of its timely notice of
     election to deliver a specified percentage of Reference Shares;

                      (ii)  the registration of such Reference Shares to be
     delivered under the Securities Act, and the Exchange Act, in each case, if
     required, and any necessary qualification or registration under applicable
     state securities laws or the availability of an exemption from such
     qualification and registration;

                      (iii) the listing of such Reference Shares to be delivered
     on the appropriate securities exchange; and

                      (iv)  all Reference Shares delivered upon exchange of the
     Securities, if newly issued shares or treasury shares, shall be duly
     authorized, validly issued, fully paid and nonassessable, and shall be free
     from preemptive rights and free of any lien or adverse claim, and if not
     newly issued shares or treasury shares, shall be validly issued, fully paid
     and nonassessable and free of any lien or adverse claim.

            No payment or adjustment will be made for dividends on or other
distributions with respect to any of the Reference Shares except as provided in
this Article Eleven.

            Upon surrender of a Security that is exchanged in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in Original Principal Amount to
the unexchanged portion of the Security surrendered.

            If the last day on which a Security may be exchanged is not a
business day in a place where an Exchange Agent is located, the Security may be
surrendered to that Exchange Agent on the next succeeding day that is such a
business day.

                                       77



     Section 11.2 Fractional Shares. The Company will not deliver a fractional
Reference Share upon exchange of a Security. Instead, the Company will deliver
cash in Dollars for the market value of the fractional Reference Share.

     Section 11.3 Taxes on Exchange. If a Holder exchanges a Security into
Reference Shares, the Company, rather than the Holder, shall be responsible for
the payment of any documentary, stamp or similar issue or transfer tax due on
the issuance of any Exchange Market Value upon such exchange. The Holder,
however, shall pay any such tax that is due as a result of any request by such
Holder that such Exchange Market Value to be issued in a name other than the
Holder's name. Each Exchange Agent may refuse to deliver the certificates
representing the Exchange Market Value being issued in a name other than the
Holder's name until such Exchange Agent receives an amount sufficient to pay any
tax that will be due because the shares are to be issued in a name other than
the Holder's name. Nothing herein shall preclude any income tax or other
withholding required by law or regulations.

     Section 11.4 BSkyB ADSs. Notwithstanding the foregoing, if the Company
elects to deliver BSkyB Ordinary Shares upon exchange and if the Holder has so
elected in its Notice of Exchange that it prefers to receive BSkyB ADSs in whole
or in part, the Company will deliver such BSkyB ADSs in the amount appropriate
to reflect the number of BSkyB Ordinary Shares to which the Holder is entitled.

                                   ARTICLE XII

                                    GUARANTEE

     Section 12.1 Guarantee. Each of the Guarantors, for consideration received,
jointly and severally, fully, unconditionally and irrevocably guarantees to each
Holder of Securities, and to the Trustee on behalf of each such Holder, (i) the
due and punctual payment of the Adjusted Principal Amount at Stated Maturity
(with respect to Debentures), interest (including Additional Distributions and
Additional Amounts), Purchase Price, Redemption Price, Change of Control
Purchase Price (including interest accruing on or after filing of any petition
in bankruptcy or reorganization whether or not a claim for post-filing interest
is allowed in such proceeding), and other interest, if any, in respect of such
securities when and as the same shall become due and payable, according to the
terms thereof and of this Indenture, (ii) the due and punctual performance of
all other obligations under Section 6.7, all in accordance with the terms of
such Security and of this Indenture, and (iii) in the case of any extension of
time of payment or renewal of any Securities or any of such other obligations,
that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, at stated maturity, at redemption,
by acceleration or otherwise, to be paid by such Guarantor or through the other
Guarantors as provided below.

     In addition, each Guarantor hereby fully, unconditionally and irrevocably
guarantees to each Holder of Securities, and to the Trustee for itself and on
behalf of each such Holder:

(1)  the performance of:

     (a)  each of the covenants and agreements of the Company in the Securities
          and the Indenture not described in the preceding paragraph or in
          clause (b) below, in each case, in accordance with the terms thereof
          and hereof; and

     (b)  to the extent each is permitted by applicable law to do so, the
          delivery of BSkyB Ordinary Shares or News Corporation Preferred ADSs
          upon any payment of the Redemption Price or Purchase Price or any
          exchange of Securities, according to the terms thereof and of the
          Indenture; and

(2)  if, and to the extent, but only to the extent, that the foregoing guarantee
     of the obligations described in clause (1)(b) above is not enforceable in
     accordance with its terms under applicable law which restricts or prohibits
     the Guarantors from guaranteeing the delivery of BSkyB Ordinary Shares or
     News Corporation Preferred ADSs upon any payment of the Redemption Price or
     Purchase Price or any exchange of the Security, according to the terms
     thereof and of the Indenture, or the Guarantors are otherwise not permitted
     to guarantee the performance of such obligations or to honor such
     guarantee, the Company shall pay to the Holders an amount in United States
     Dollars equal to the value of the BSkyB Ordinary Shares or News Corporation
     Preferred ADSs such Holders would otherwise be entitled to receive
     hereunder and under the Securities in accordance with the terms thereof,
     and the Guarantors hereby guarantee such payment in accordance with the
     provisions of the Indenture.

     In all respects, each relevant Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of the identity of
the Company, and shall be unaffected by, any invalidity, irregularity or
unenforceability of any such Security or this Indenture, any failure to enforce
the provisions of any such Security or this Indenture, any waiver, modification
or indulgence granted to the Company with respect thereto, by the Holder of such
Security or the Trustee, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor.

                                       78



     Each Guarantor hereby waives diligence, presentment, demands of payment,
filing of claims with a court in the event of merger or bankruptcy of the
Company, any right to require a proceeding first against the Company, the
benefit of discussion, protest or notice with respect to any such Security or
the Indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged as to any such Security or the
Trustee except by payment in full of the principal thereof, premium, if any, and
interest thereon and as provided in Section 4.1 and payment in full of the
obligations set forth in Section 6.7. If the Trustee or any Holder is required
by any court or otherwise to return to the Company or the Guarantors or any
custodian, receiver, liquidator, trustee or other similar official acting in
relation to the Company or the Guarantors, any amount paid to the Trustee or
such Holder in respect of any Security, this Guarantee, to the extent
theretofore discharged by the payment of such amount, shall be reinstated in
full force and effect.

     Each Guarantor further agrees, to the fullest extent that they may lawfully
do so, that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Five hereof for the purposes of
this Guarantee, notwithstanding any stay, injunction or other prohibition extant
under any applicable bankruptcy law preventing such acceleration in respect of
the obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such obligations as provided in Article Five hereof, such
obligations (whether or not due any payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee. The obligations of
each Guarantor hereunder shall be joint and several. For purposes of this
Article Twelve, the liability of News Corporation shall be that amount from time
to time equal to the aggregate of its liability hereunder, which shall be
limited to the aggregate amount of the obligation as stated in the first
sentence of this Section 12.1 with respect to the Securities guaranteed pursuant
to this Article Twelve issued pursuant to this Indenture.

     For purposes of this Article Twelve, the liability of each Guarantor, other
than News Corporation, shall be that amount from time to time equal to the
aggregate liability of such Guarantor hereunder, but shall be limited to the
least of (A) the aggregate amount of the obligation as stated in the first
sentence of this Section 12.1 with respect to the Securities guaranteed pursuant
to this Article Twelve issued pursuant to this Indenture or (B) the amount, if
any, which would not have (i) rendered such Guarantor "insolvent" (as such term
is defined in Section 101 (29) of the Federal Bankruptcy Code and in Section 271
of the Debtor and Creditor Law of the State of New York, as each is in effect at
the date of this Indenture) or (ii) left it with unreasonably small capital at
the time its Guarantee of the Securities was entered into, after giving effect
to the incurrence of existing Indebtedness immediately prior to such time,
provided, that it shall be a presumption in any lawsuit or other proceeding in
which a Guarantor (other than News Corporation) is a party that the amount
guaranteed is the amount set forth in (A) above unless a creditor, or
representative of creditors, of such Guarantor or a trustee in bankruptcy of
such Guarantor, as debtor in possession, otherwise proves in such a lawsuit that
the aggregate liability of the Guarantor is limited to the amount set forth in
(B). In making any determination as to the solvency or sufficiency of capital of
a Guarantor in accordance with the second preceding sentence, the right of such
Guarantor to contribution from other Guarantors, to subrogation pursuant to the
next

                                       79



paragraph of this Section 12.1 and any other rights such Guarantor may have,
contractual or otherwise, shall be taken into account.

            Each Guarantor shall be subrogated to all rights of the Holder of
any Securities and the Trustee against the Company or any of the other
guarantors pursuant to the provisions of this Guarantee; provided, however, that
until the payment in full of all obligations and all other amounts payable under
this Guarantee, the Guarantors hereby irrevocably waive any claim or other
rights which they each may now or hereafter acquire against the Company or any
of the other Guarantors that arise from the existence, payment, performance or
enforcement of the Guarantors' obligations under this Guarantee, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any claim or remedy
of any Holder and the Trustee on behalf of such Holder against the Company or
any of the other Guarantors or any collateral which any such Holder or the
Trustee on behalf of such Holder hereafter acquires, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company or
any of the other Guarantors, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account of such
claim or other rights. If any amount shall be paid to the Guarantors in
violation of the preceding sentence at any time prior to the payment in full of
all obligations and all other amounts payable under this Guarantee, such amount
shall be deemed to have been paid to the Guarantors for the benefit of, and held
in trust for the benefit of such Holder and the Trustee on behalf of such
Holder, and shall forthwith be paid to the Trustee for the benefit of such
Holder to be credited and applied upon such guaranteed obligations, whether
matured or unmatured, in accordance with the terms of this Indenture. The
Guarantors acknowledge that the waiver set forth in this Section 12.1 is
knowingly made.

            The Guarantee set forth in this Section 12.1 shall not be valid or
become obligatory for any purpose with respect to a Security until the
certificate of authentication on such Security shall have been signed by or on
behalf of the Trustee.

            Each Guarantor acknowledges that a holder of BUCS may institute a
Direct Action for payment under the Guarantees under certain circumstances as
set forth in Section 5.16.

     Section 12.2 Obligations of Guarantees Unconditional. Nothing contained in
this Article Twelve or elsewhere in this Indenture or in any Security is
intended to or shall impair, as between the Guarantors and the Holders and the
Trustee, the obligation of each Guarantor, which is absolute and unconditional,
to pay to the Holders and the Trustee the principal of, premium, if any, and
interest on the Securities (and to the Trustee amounts due under Section 6.7) as
and when the same shall become due and payable in accordance with the provisions
of this Guarantee, nor shall anything herein or therein prevent the Trustee or
any Holder from exercising all remedies otherwise permitted by applicable law
upon Default under this Indenture.

     Section 12.3 Execution of Guarantees. To evidence their guarantee to the
Holders of Securities specified in Section 12.1, each Guarantor hereby agrees to
execute a notation relating to the Guarantee on each such Security authenticated
and made available for delivery by the Trustee. Each Guarantor agrees that
execution of this Indenture shall evidence its Guarantee of

                                       80



the expenses of the Trustee specified in Sections 12.1 and Section 6.8 and its
Guarantee to the Holders specified in Section 12.1. Each Guarantor hereby agrees
that its Guarantee set forth in Section 12.1 shall remain in full force and
effect whether or not any endorsement of the Guarantee is contained on any
Security. Each such Guarantee shall be signed on behalf of each Guarantor by its
Chairman of the Board, President or a Vice President, or an Officer of News
Corporation authorized by power of attorney to act on behalf of such Guarantor
prior to the authentication of the Security on which it is endorsed, and being
made available for delivery of such Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such
Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be
manual or facsimile signatures of the present, past or any future such officers
and may be imprinted or otherwise reproduced on the Guarantee, and in case any
such Officer who shall have signed the Guarantee shall cease to be such Officer
before the Security on which such Guarantee is endorsed shall have been
authenticated and made available for delivery by the Trustee or disposed of by
the Company, such Security nevertheless may be authenticated and made available
for delivery or disposed of as though the person who signed the Guarantee had
not ceased to be such Officer of the Guarantor.

     Section 12.4 Release of a Guarantor. Upon (i) the sale or disposition (by
merger or otherwise) of a Subsidiary Guarantor to an entity which is not a
Subsidiary of News Corporation or (ii) (A) the payment in full of the
obligations under the Revolving Credit Agreement guaranteed by such Subsidiary
Guarantor, to the extent that such Subsidiary Guarantor is a guarantor
thereunder, and the termination of the commitments of the lenders under the
Revolving Credit Agreement and (B) News Corporation directing that such
Subsidiary Guarantor be released from its Guarantee or (iii) (A) the release of
such Subsidiary Guarantor from its obligations under the Revolving Credit
Agreement in accordance with the terms thereof and (B) News Corporation
directing that such Subsidiary Guarantor be released from its Guarantee, such
Subsidiary Guarantor shall be deemed released from all obligations under its
Guarantee without any further action required on the part of the Trustee or any
Holder of Securities or BUCS. Any Subsidiary Guarantor not so released remains
liable for the full amount of principal of premium, if any, and interest, if
any, on the Securities and the payment obligations to the Trustee pursuant to
Section 6.7 of the Indenture as provided in the Guarantee. The Trustee shall
make available for delivery an appropriate instrument evidencing such release
upon receipt of a request of the Company accompanied by an Officer's Certificate
certifying as to the compliance with this Indenture and, in the event of the
release of a Subsidiary Guarantor in accordance with the terms of (ii) herein
above, an opinion of counsel.

     Section 12.5 Withholding. All payments made by a Guarantor, other than a
Guarantor that is organized in or whose residence is the United States, with
respect to the Guarantees will be made without withholding or deduction for, or
on account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of Australia or any
other country of residence of a Guarantor (other than a Guarantor that is
organized in or whose residence is the United States) or any political
subdivision thereof or any authority therein or thereof, having power to tax,
unless the withholding or deduction of such taxes, duties, assessments or
governmental charges is then required by law. In the event that Australia or any
political subdivision or any authority therein or thereof, or any other country
of residence of a Guarantor other than a Guarantor that is organized in or whose
residence is the United States or any political subdivision thereof imposes any
such withholding or deduction on

                                       81



(i) any payments made by a Guarantor with respect to the Guarantees or (ii) any
net proceeds on the sale of or exchange with News Corporation or any Guarantor
of the Securities, such Guarantor will pay such additional amounts (the
"Additional Amounts") as may be necessary in order that the net amounts received
in respect of such payments or sale or exchange by the Holders of the Securities
or the Trustee, as the case may be, after such withholding or deduction shall
equal the respective amounts which would have been received in respect of such
payments or sale or exchange in the absence of such withholding or deduction;
except that no such Additional Amounts shall be payable with respect to any
Security held by or on behalf of a Holder who is liable for such taxes, duties,
assessments or governmental charges in respect of such Security by reason of his
being a citizen or resident of, or carrying on a business in, Australia or any
political subdivision thereof or any authority therein, or the country of
residence of any Guarantor. In the case of net proceeds from the sale or
exchange of a Security, the Additional Amounts shall not exceed the Additional
Amounts that would have been payable if the Security had been redeemed for
Redemption Price, at the time of such sale or exchange. Notwithstanding the
foregoing, a Guarantor making a payment on the Securities pursuant to the
Guarantee shall not be required to pay any Additional Amounts if (i) the
beneficial holder of a Security is sent by certified mail return receipt
requested (A) written notice no less than 60 days in advance of making such
payment and (B) the appropriate forms or instructions necessary to enable such
beneficial holder to certify or document the availability of an exemption from,
or reduction of, the withholding or deduction of such taxes under applicable
law, which instructions shall clearly specify that Additional Amounts hereunder
may not be paid if such forms are not completed by such beneficial holder and
(ii) the Guarantor that would otherwise have to pay such Additional Amounts
establishes to the satisfaction of the Trustee that the obligation to pay such
Additional Amounts would not have arisen but for the failure of such beneficial
holder to (A) duly complete such forms as were actually sent by such beneficial
holder or respond to such instructions and (B) provide to such Guarantor such
duly completed forms or responses to instructions.

                                  ARTICLE XIII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     Section 13.1 No Recourse. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as such,
of the Company or any Guarantor or of any predecessor or successor corporation,
either directly or through the Company or any Guarantor or any such predecessor
or successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or any Guarantor or
of any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution

                                       82



or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issuance
of such Securities.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                 NEWS AMERICA INCORPORATED,
                                      Issuer

                                 By:      /s/    Arthur M. Siskind
                                          ---------------------------------
                                          Name:  Arthur M. Siskind
                                          Title: Senior Executive Vice President
Attest:  /s/ Laura O'Leary
         -----------------
         Secretary

                                 THE NEWS CORPORATION LIMITED
                                 (A.C.N. 007 910 330),
                                          as Guarantor

                                 FEG HOLDINGS, INC.,
                                          as Guarantor

                                 FOX ENTERTAINMENT GROUP, INC.,
                                          as Guarantor

                                 HARPERCOLLINS PUBLISHERS INC.,
                                          as Guarantor

                                 HARPERCOLLINS (UK),
                                          as Guarantor

                                 NEWS AMERICA MARKETING FSI, INC.,
                                          as Guarantor

                                 NEWS INTERNATIONAL plc,
                                          as Guarantor

                                       83



                               NEWS LIMITED,
                                        as Guarantor

                               NEWS PUBLISHING AUSTRALIA LIMITED,
                                        as Guarantor

                               NEWS SECURITIES B.V.,
                                        as Guarantor

                               NEWSCORP INVESTMENTS,
                                        as Guarantor

                               By:      /s/   Arthur M. Siskind
                                        ----------------------------------------
                                        Name:  Arthur M. Siskind
                                        Title: Senior Executive Vice President/
                                               Group General Counsel of News
                                               America Incorporated, as
                                               Attorney for the Guarantors

                                        Attorney In Fact, Agent and
                                        Authorized Signatory for the
                                        Guarantors

                               THE BANK OF NEW YORK,
                                        Trustee

                               By:      /s/   Kisha A. Holder
                                        ----------------------------------------
                                        Name:  Kisha A. Holder
                                        Title: Assistant Treasurer


                                       84



                                   Schedule I

                         Principal Offices of Guarantors

                                       85

EX-4.3

                                                                     Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 21, 2003

                                  by and among

                          THE NEWS CORPORATION LIMITED,

                           NEWS AMERICA INCORPORATED,

                        NEWS CORPORATION FINANCE TRUST II

                                       and

                            SALOMON SMITH BARNEY INC.

                                       and

       J.P. MORGAN SECURITIES INC., as the representatives of the Initial
                                   Purchasers




                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is made and
entered into as of March 21, 2003 by and among THE NEWS CORPORATION LIMITED, a
South Australia corporation (A.C.N. 007 910 330) ("News Corporation"), NEWS
AMERICA INCORPORATED, a Delaware corporation (the "Company"), NEWS CORPORATION
FINANCE TRUST II, a statutory business trust formed under the laws of the State
of Delaware (the "Trust"), and J.P. MORGAN SECURITIES INC. and SALOMON SMITH
BARNEY INC., as representatives of the Initial Purchasers listed on Annex I
(collectively, the "Initial Purchasers").

         This Agreement is made pursuant to the Purchase Agreement dated as of
March 18, 2003, by and among the Company, News Corporation and certain of its
subsidiaries from time to time serving as guarantors under the Indenture (as
hereinafter defined) (the "Subsidiary Guarantors" and collectively with News
Corporation, the "Guarantors"), the Trust and the Initial Purchasers (the
"Purchase Agreement"), which provides, among other things, for the sale by the
Trust to the Initial Purchasers of up to $1,750,000,000 of the Trust's 0.75%
Senior Exchangeable BUCS, (the "Exchangeable Preferred Securities") with an
original liquidation preference of $1,000 per Exchangeable Preferred Security.
Pursuant to the terms of the Declaration (as defined below), (i) the
Exchangeable Preferred Securities are exchangeable into BSkyB Ordinary Shares or
BSkyB ADSs (as such terms are defined below) or, at the Company's option, cash,
or a combination thereof, (ii) the Exchangeable Preferred Securities are subject
to redemption at various times, in exchange for BSkyB Ordinary Shares or BSkyB
ADSs or cash, or a combination thereof, at the Company's option, and (iii) the
Holders of the Exchangeable Preferred Securities shall have the right to require
the Company to repurchase the Exchangeable Preferred Securities in exchange for
BSkyB Ordinary Shares, or BSkyB ADSs, News Corporation Preferred ADSs (as
hereinafter defined) or cash, or a combination thereof, at News Corporation's
option. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, News Corporation, the Company and the Trust have agreed to provide,
and News Corporation has agreed to cause the Subsidiary Guarantors to provide,
to the Initial Purchasers and their direct and indirect transferees, the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "Additional Interest" shall have the meaning set forth in Section 2.4
hereof.

         "Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.



         "Affiliates" shall mean with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the specified Person.

         "Agreement" shall have the meaning set forth in the preamble.

         "Beneficial Owner" shall mean (i), in the case of a Debenture held in
certificated form, the Holder of such Debenture and (ii), in the case of a
Debenture held through the Depositary, the Person identified in the records of
the Depositary's direct or indirect participants as the owner of such Debenture;
provided, however, that in the case of a Holder described in clause (ii), such
Holder is identified to the Company in accordance with this Agreement.

         "BSkyB" shall mean British Sky Broadcasting Group plc, a public limited
company incorporated under the laws of England and Wales.

         "BSkyB ADRs" shall mean American Depositary Receipts evidencing BSkyB
ADSs issued from time to time by the BSkyB Depositary.

         "BSkyB ADSs" shall mean American Depositary Shares, evidenced by BSkyB
ADRs, issued from time to time by the BSkyB Depositary, each such share
representing, as of the date hereof four BSkyB Ordinary Shares.

         "BSkyB Depositary" shall mean depositary pursuant to the terms of a
Deposit Agreement, dated as of December 9, 2002, among BSkyB, The Bank of New
York and the holders from time to time of BSkyB ADSs, as such agreement may be
amended or modified, or any deposit agreement entered into by BSkyB in
substitution or replacement thereof.

         "BSkyB Ordinary Shares" shall mean the ordinary shares, nominal value
50p per share, of BSkyB.

         "BSkyB Securities" shall mean the BSkyB ADSs and the BSkyB Ordinary
Shares deliverable upon exchange or redemption of the Exchangeable Preferred
Securities and the Debentures.

         "Business Day" shall mean a day that is not a Saturday, a Sunday, or a
day on which banking institutions in New York, New York are authorized or
required to be closed.

         "Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

         "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "Debentures" shall mean the Company's 0.75% Senior Debentures due 2023
issued pursuant to the Indenture.

         "Debt Guarantees" shall mean the full and unconditional guarantees by
the Guarantors of the Company's obligations under the Debentures, as set forth
in the Indenture.

                                      -2-



         "Declaration" shall mean the Amended and Restated Declaration of Trust,
dated as of March 21, 2003, among the Company, as sponsor, The Bank of New York,
as property trustee, The Bank of New York (Delaware), as Delaware trustee (the
"Delaware Trustee"), and the regular trustees named therein.

         "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that such depositary
must have an address in the Borough of Manhattan, in The City of New York.

         "Effectiveness Period" shall have the meaning set forth in Section 2.1
hereof.

         "Event Date" shall have the meaning set forth in Section 2.4 hereof.

         "Exchangeable Preferred Securities" shall have the meaning set forth in
the second paragraph of this Agreement.

         "Exchangeable Preferred Securities Guarantee" shall mean the guarantee
by News Corporation, as set forth in the Exchangeable Preferred Securities
Guarantee Agreement, of the payment of distributions and the amount payable upon
redemption of the Exchangeable Preferred Securities and the liquidation
preference of the Exchangeable Preferred Securities, in each case, to the extent
the Company or any Guarantor has made a payment to the property trustee of the
Trust of interest or principal on the Debentures.

         "Exchangeable Preferred Securities Guarantee Agreement" shall mean the
Guarantee, dated as of March 21, 2003, between News Corporation and the Initial
Purchasers.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Guarantees" shall mean the Exchangeable Preferred Securities Guarantee
and the Debt Guarantees.

         "Guarantors" shall have the meaning set forth in the second paragraph
of this Agreement.

         "Holder" shall mean the Initial Purchasers, for so long as either of
them owns, beneficially or otherwise, any Registrable Securities, and each of
their respective successors, assigns and direct and indirect transferees who
become Holders of Exchangeable Preferred Securities or Debentures.

         "Indenture" shall mean the Indenture, dated as of March 21, 2003, among
the Company, News Corporation, the Subsidiary Guarantors and the Bank of New
York, as trustee, relating to the Debentures.

         "Initial Purchasers" shall have the meaning set forth in the preamble.

         "Inspectors" shall have the meaning set forth in Section 3(m) hereof.

                                      -3-



         "Majority Holders" shall mean the Holders of a majority of (i) the
aggregate adjusted liquidation value, as determined under the Declaration, of
the then outstanding Exchangeable Preferred Securities that are Registrable
Securities, but without taking into account accrued but unpaid distributions, or
(ii) if the Debentures have been distributed to the Holders, the aggregate
principal amount at maturity, as determined under the Indenture, of the
outstanding Debentures that are Registrable Securities.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "News Corporation" shall have the meaning set forth in the preamble.

         "News Corporation Depositary" shall mean the depositary pursuant to the
terms of an amended and restated Deposit Agreement, dated as of December 3,
1996, among News Corporation, Citibank, N.A. and the holders from time to time
of News Corporation Preferred ADSs, as such agreement may be amended or
modified, or any deposit agreement entered into by News Corporation in
substitution or replacement thereof.

         "News Corporation Preferred ADRs" shall mean American Depositary
Receipts evidencing News Corporation Preferred ADSs issued from time to time by
the News Corporation Depositary.

         "News Corporation Preferred ADSs" shall mean American Depositary
Shares, evidenced by News Corporation Preferred ADRs, issued from time to time
by the News Corporation Depositary, each such share representing, as of the date
hereof four News Corporation Preferred Ordinary Shares.

         "News Corporation Preferred Ordinary Shares" shall mean the preferred
limited voting ordinary shares of News Corporation.

         "News Corporation Securities" shall mean the News Corporation Preferred
ADSs and News Corporation Preferred Ordinary Shares deliverable upon redemption
of the Exchangeable Preferred Securities or the Debentures at the option of the
Holders.

         "NYSE" shall mean the New York Stock Exchange.

         "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

         "Prospectus" shall mean the prospectus included in the Shelf
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including
any such prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Shelf Registration
Statement, and by all other amendments and supplements to a prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the second
paragraph of this Agreement.

                                      -4-



         "Records" shall have the meaning set forth in Section 3(m) hereof.

         "Registrable Securities" shall mean the Securities; provided, however,
that (i) any Securities (other than the BSkyB Securities) shall cease to be
Registrable Securities when (A) a Registration Statement with respect to such
Securities shall have been declared effective under the Securities Act and such
Securities shall have been disposed of, (B) such Securities (other than any such
Securities held by the Company, the Guarantors, the Trust or BSkyB or their
Affiliates) shall be eligible for sale under Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the Securities Act or shall
otherwise be freely tradable without registration under the Securities Act, or
(C) such Securities shall have ceased to be outstanding, and (ii) any BSkyB
Securities shall cease to be Registrable Securities when (A) a Registration
Statement with respect to such BSkyB Securities shall have been declared
effective under the Securities Act and such BSkyB Securities have been
distributed to the Holders, (B) the Exchangeable Preferred Securities or
Debentures in respect of which such BSkyB Securities may be distributed cease to
be outstanding, or (C) such Securities shall be eligible for sale under Rule
144(k) (or any similar provision then in force, but not Rule 144A) under the
Securities Act or shall otherwise be freely tradable without registration under
the Securities Act.

         "Registrants" shall mean News Corporation, the Company, the Trust, the
Subsidiary Guarantors and BSkyB.

         "Registration Default" shall have the meaning set forth in Section 2.4
hereof.

         "Registration Expenses" shall mean any and all reasonable expenses
incident to performance of or compliance by News Corporation, the Company and
the Trust with this Agreement, including without limitation: (i) all SEC or
stock exchange registration and filing fees, (ii) all reasonable fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for the Initial
Purchasers in connection with blue sky qualification of any of the Registrable
Securities), (iii) all reasonable expenses of any Persons (other than the
Holders or Persons acting on the request of the Holders) in preparing or
assisting in preparing, word processing, printing and distributing any Shelf
Registration Statement, any Prospectus, any amendments or supplements thereto,
and other documents relating to the performance of and compliance with this
Agreement, (iv) all fees and expenses incurred in connection with the listing,
if any, of any of the Registrable Securities on any securities exchange or
exchanges, (v) all rating agency fees, (vi) the reasonable fees and
disbursements of counsel for the Registrants and of the independent public
accountants of the Registrants, including the expenses of any special audits
required by or incident to such performance and compliance, (vii) the reasonable
fees and expenses of the Trustees and any custodian, (viii) the reasonable fees
and expenses incurred in connection with the listing of the Registrable
Securities on the NYSE; and (ix) all reasonable fees and expenses of the Special
Counsel, but excluding other counsel fees and any discounts, commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by the Holders.

         "Registration Statement" shall mean any Shelf Registration Statement.

         "Registration Suspension" shall have the meaning set forth in Section
2.4 hereof.

                                      -5-



         "SEC" shall mean the Securities and Exchange Commission or any
successor agency or government body performing the functions currently performed
by the Securities and Exchange Commission.

         "Securities" shall mean, collectively, the Exchangeable Preferred
Securities, the Debentures, the Guarantees and the Exchangeable Preferred
Securities Guarantees and the BSkyB Securities.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Shelf Registration" shall mean any registration effected pursuant to
Section 2.1 hereof.

         "Shelf Registration Statement" shall mean any "shelf" registration
statement or registration statements of any Registrant filed pursuant to the
provisions of Section 2.1 hereof, which cover any of the Securities and all
amendments to any such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

         "Special Counsel" shall mean one counsel designated in writing by the
Majority Holders to act as counsel to the Holders of the Registrable Securities
in connection with a Shelf Registration Statement.

         "Subsidiary Guarantors" shall have the meaning set forth in the second
paragraph of this Agreement.

         "TIA" shall have the meaning set forth in Section 3(k) hereof.

         "Trustees" shall mean any and all trustees with respect to (i) the
Exchangeable Preferred Securities under the Declaration and (ii) the Debentures
and the Guarantees under the Indenture.

         2. Registration under the Securities Act.

            2.1 Shelf Registration. (a) News Corporation, the Company and the
Trust shall, subject to Section 2.2 hereof, at News Corporation's and the
Company's cost, (i) prepare and, as soon as practicable but not later than 120
days following the Closing Date, file with the SEC a Shelf Registration
Statement on an appropriate form under the Securities Act covering the resale of
the Securities (other than the BSkyB Securities) and (ii) use their reasonable
best efforts to cause such Shelf Registration Statement to be declared effective
under the Securities Act within 180 days following the Closing Date; (b) News
Corporation shall, subject to Section 2.2 hereof, at News Corporation's and the
Company's cost, use its reasonable best efforts to cause BSkyB to use its
reasonable best efforts to prepare and file a Shelf Registration Statement on an
appropriate form under the Securities Act covering the BSkyB Securities and to
cause such Shelf Registration Statement to be declared effective under the
Securities Act on or prior to April 2, 2004; (c) News Corporation, the Company
and the Trust shall use their reasonable best efforts (and News Corporation
shall use its reasonable best efforts to cause BSkyB to use its reasonable best
efforts, solely with respect to the registration of the BSkyB Securities on any
Shelf Registration Statement) to keep each such Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable (i) with respect to the Securities

                                      -6-



(other than the BSkyB Securities), for a period of two years from the later of
the original issue date of the Exchangeable Preferred Securities or the latest
issue date of any Exchangeable Preferred Securities issued upon exercise of the
Initial Purchasers' option to purchase additional Exchangeable Preferred
Securities under the Purchase Agreement, or for such shorter period that will
terminate when all such Securities covered by the Shelf Registration Statement
cease to be Registrable Securities, and (ii) with respect to the BSkyB
Securities, until all such BSkyB Securities cease to be Registrable Securities
(each such period, as applicable, being the "Effectiveness Period"); provided,
however, that the Effectiveness Period in respect of the Shelf Registration
Statement shall be extended up to a maximum of 90 days if necessary to permit
dealers to comply with the applicable prospectus delivery requirements of Rule
174 under the Securities Act and as otherwise provided herein; and (d)
notwithstanding any other provisions hereof, News Corporation, the Company and
the Trust shall use their reasonable best efforts to ensure that (i) each Shelf
Registration Statement and any amendment thereto and any Prospectus forming part
thereof and any supplement thereto complies in all material respects with the
Securities Act and the rules and regulations thereunder, (ii) such Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any Prospectus forming part of such Shelf
Registration Statement, and any supplement to such Prospectus (as amended or
supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements, in light of the circumstances under which they were made, not
misleading.

            Notwithstanding anything to the contrary contained in this
Agreement, no Registrant shall be required to file a post-effective amendment to
the Registration Statement or to amend or supplement any Prospectus in order to
include any information regarding any selling Holder (as to which information
was not previously included in a Prospectus) that requests in writing that it be
covered by any such amendment or supplement (i) more than once in any 90-day
period or (ii) unless Exchangeable Preferred Securities with an aggregate
adjusted liquidation value, but without taking into account accrued but unpaid
distributions (as determined under the Declaration), of at least $100,000,000
(or Debentures with an equal aggregate principal amount at maturity) are being
registered on behalf of such Holders. Such Registrants shall be entitled, in
their sole discretion, to aggregate any and all requests from selling Holders
with respect to the preparation of any such post-effective amendment or
amendment or supplement to any Prospectus and to control the timing of the
filing or use thereof.

         2.2 Expenses. News Corporation and the Company shall pay all
Registration Expenses in connection with any Shelf Registration pursuant to
Section 2.1 hereof. Each Holder shall pay all underwriting expenses, discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder's Securities pursuant to any Shelf Registration Statement.

         2.3 Effectiveness. Each of News Corporation, the Company and the Trust
will be deemed not to have used its reasonable best efforts to cause any Shelf
Registration Statement to become, or to remain, effective during the requisite
period if it voluntarily takes any action that would, or omits to take any
action which omission would, result in such Shelf

                                      -7-



Registration Statement not being declared effective or in the Holders of
Securities covered thereby not being able to offer and sell such Securities
during that period as and to the extent contemplated hereby, unless (i) such
action or omission from acting is required by applicable law, or (ii) such
action or omission from acting is taken by News Corporation, the Company or the
Trust in good faith and for valid business reasons (not including avoidance of
its obligations hereunder), including the acquisition or divestiture of assets,
so long as News Corporation, the Company or the Trust, as the case may be,
promptly thereafter complies with the requirements of Section 3(i) hereof, if
applicable. Notwithstanding the foregoing, the only remedies available under
this Agreement for the failure of News Corporation, the Company and/or the Trust
to satisfy the obligations set forth in this Section 2.3 and Sections 2.1 and 3
hereof shall be payment by the Company of the Additional Interest (and the
payment by the Trust of the corresponding additional distributions on the
Exchangeable Preferred Securities, as provided in the Declaration) as set forth
in Section 2.4 hereof and the remedy of specific enforcement provided by Section
2.5 hereof.

            A Shelf Registration Statement will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, the Shelf Registration Statement will be deemed not to have
become effective during the period of such interference, until the offering of
Securities pursuant to the Shelf Registration Statement may legally resume.

         2.4 Additional Interest. The Indenture executed in connection with the
Securities provides that in the event that either (a) any Shelf Registration
Statement described in Section 2.1(a) hereof is not filed with the Commission on
or prior to the 120th calendar day following the Closing Date, (b) such Shelf
Registration Statement has not been declared effective on or prior to the 180th
calendar day following the Closing Date or (c) a Shelf Registration Statement
described in Section 2.1(b) hereof with respect to the BSkyB Securities has not
been declared effective on or prior to the date specified in Section 2.1(b)
(each such event referred to in clauses (a), (b) and (c) above, a "Registration
Default"), the interest rate borne by the Debentures shall be increased
("Additional Interest"), (i) initially, by one quarter of one percent (0.25%)
per annum of the principal amount of the Debentures upon the occurrence of a
Registration Default, and thereafter (ii) by an additional one quarter of one
percent (0.25%) per annum if such Registration Default continues for more than
90 days (and such increase will be in addition to the increase set forth in
clause (i) and will take effect beginning on the 91st day of such Registration
Default), and thereafter (iii) by an additional one half of one percent (0.50%)
per annum if such Registration Default continues for more than 180 days (and
such increase will be in addition to the increase set forth in clauses (i) and
(ii) and will take effect beginning on the 181st day of such Registration
Default), and thereafter (iv) by an additional one half of one percent per annum
if such Registration Default continues for more than 270 days (and such increase
will be in addition to the increase set forth in clauses (i), (ii) and (iii) and
will take effect beginning on the 271st day of such Registration Default).

            If a Shelf Registration Statement filed pursuant to Section 2.1(a)
or 2.1(b) hereof is declared effective but becomes unusable by the Holders of
Securities covered by the Shelf Registration Statement for any reason, and the
aggregate number of days for which the



                                      -8-



Shelf Registration Statement shall not be usable shall exceed 30 consecutive
days (which period may be increased by up to 15 days in the circumstances
described in the last paragraph of Section 3 of this Agreement) or exceed 90
days during any consecutive twelve-month period (a "Registration Suspension"),
then the interest rate borne by the Debentures shall be increased (which
increased interest shall also be deemed to be "Additional Interest" hereunder),
(i) initially, by one quarter of one percent (0.25%) per annum of the
principal amount of the Debentures upon the occurrence of a Registration
Suspension, and thereafter (ii) by an additional one quarter of one percent
(0.25%) per annum if such Registration Suspension continues for more than 90
days (and such increase will be in addition to the increase set forth in clause
(i) and will take effect beginning on the 91st day of such Registration
Suspension), and thereafter (iii) by an additional one half of one percent
(0.50%) per annum if such Registration Suspension continues for more than 180
days (and such increase will be in addition to the increase set forth in clauses
(i) and (ii) and will take effect beginning on the 181st day of such
Registration Suspension), and thereafter (iv) by an additional one half of one
percent per annum if such Registration Suspension continues for more than 270
days (and such increase will be in addition to the increase set forth in clauses
(i), (ii) and (iii) and will take effect beginning on the 271st day of such
Registration Suspension.

            Notwithstanding the foregoing provisions of this Section 2.4, the
maximum aggregate increase in the interest rate as a result of a Shelf
Registration Statement being unusable (inclusive of any interest that accrues on
such Debentures pursuant to the first paragraph of this Section 2.4) will in no
event exceed one and one half of one percent (1.5%) per annum. The Company shall
not be required to pay Additional Interest for more than one Registration
Default or Registration Suspension (but not both) if there are concurrent
Registration Defaults and/or Registration Suspensions.

            Accrual of Additional Interest will cease and the interest rate will
revert to the original rate, (i) in the case of a Registration Default,
immediately upon the earlier to occur of (A) the cure of all Registration
Defaults, or (B) the date on which the Securities that would otherwise be
required to be registered on a Shelf Registration Statement, are saleable
pursuant to Rule 144(k) under the Securities Act or any successor provision or
are otherwise freely tradable without registration under the Securities Act; and
(ii) in the case of a Registration Suspension, immediately upon the earlier to
occur of (A) the cure of all Registration Suspensions, or (B) the date on which
the Securities with respect to which a usable Shelf Registration Statement is
required are saleable pursuant to Rule 144(k) under the Securities Act or any
successor provision or are otherwise freely tradable without registration under
the Securities Act.

            Additional Interest shall accrue from and including the day
following the applicable Event Date (as defined below), and shall be computed
based on the actual number of days elapsed in each 90-day period in which any
Registration Default or Registration Suspension continues. The Company shall
notify the Trustees within three Business Days after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid (an "Event Date"). The Additional Interest due shall be payable by the
Company in accordance with the Indenture on each interest payment date to the
holder of Debentures entitled to receive the interest payment to be paid on such
date as set forth in the Indenture.

                                      -9-



            Upon any accrual of Additional Interest, additional distributions
will accrue on the Exchangeable Preferred Securities, and upon the due date for
the payment of Additional Interest to the holder of the Debentures, additional
distributions shall be made in respect of the Exchangeable Preferred Securities,
all in accordance with the terms of the Declaration.

         2.5 Specific Enforcement. News Corporation, the Company and the Trust
acknowledge that any failure by them to comply with their respective obligations
under Section 2.1 and 2.3 hereof may result in material irreparable injury to
the Initial Purchasers or the Holders for which there is no adequate remedy at
law, that it would not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce
their respective rights under Sections 2.1 and 2.3 hereof.

         2.6 Registration of News Securities. News Corporation may, in its sole
discretion, but shall not be obligated to, prepare and file a registration
statement with respect to the News Corporation Securities. Any News Corporation
Securities delivered upon redemption of the Exchangeable Preferred Securities or
the Debentures will be registered under the Securities Act or freely tradable
without such registration.

     3. Registration Procedures. In connection with the obligations of News
Corporation, the Company and the Trust with respect to each Shelf Registration
Statement filed pursuant to Section 2.1 hereof, News Corporation, the Company
and the Trust shall use their reasonable best efforts (and News Corporation
shall use its reasonable best efforts to cause BSkyB to use its reasonable best
efforts, solely with respect to the registration of the BSkyB Securities), as
applicable, to:

             (a) prepare and file with the SEC a Shelf Registration Statement,
within the relevant time period for such filing as specified in Section 2
hereof, on an appropriate form under the Securities Act, which form (i) shall be
selected by News Corporation, the Company and the Trust, (ii) shall be available
for the distribution of the Registrable Securities in accordance with the plan
of distribution contained therein, including, if applicable, the resale of the
Registrable Securities by the selling Holders thereof, (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include or incorporate by reference all financial statements required by the SEC
to be filed therewith or incorporated by reference therein, and (iv) shall
comply in all respects with the requirements of Regulation S-T under the
Securities Act;

             (b) prepare and file with the SEC such amendments and
post-effective amendments to the Shelf Registration Statement as may be
necessary under applicable law to keep the Shelf Registration Statement
effective for the Effectiveness Period; and cause each Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provision then in force) under the
Securities Act and comply with the provisions of the Securities Act, the
Exchange Act and the rules and regulations thereunder applicable to them with
respect to the disposition of all Securities covered by the Shelf Registration
Statement during the Effectiveness Period in accordance with the plan of
distribution included in the Prospectus;

                                      -10-



             (c) (i) notify each Holder of Registrable Securities (or, in the
case of Registrable Securities held through the Depositary, the participant in
the Depositary through whom such Holder holds), at least five Business Days
prior to filing, that a Shelf Registration Statement with respect to the
Securities is being filed; (ii) furnish to each Holder of Registrable
Securities, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other
documents as such Holder may reasonably request, including financial statements
and schedules and, if the Holder so requests, all exhibits in order to
facilitate the public sale or other disposition of the Registrable Securities;
and (iii) consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto;

             (d) use their reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions by the time the Shelf Registration Statement is declared
effective by the SEC as any Holder of Registrable Securities covered by the
Shelf Registration Statement shall reasonably request in advance of the filing
of the Shelf Registration Statement, and do any and all other acts and things
which may be reasonably necessary or advisable to enable each such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that none of the Registrants
shall be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) take any action which would subject any
of them to general service of process or taxation in any such jurisdiction where
it is not then so subject, or (iii) conform their capitalization or the
composition of their assets at the time to the securities or blue sky laws of
such jurisdiction;

             (e) notify promptly each selling Holder of Registrable Securities
included in the Prospectus forming part of the Shelf Registration Statement (i)
when the Shelf Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective (other than
any such post-effective amendment primarily for the purpose of including
additional selling Holders), (ii) of any request by the SEC or any state
securities authority for post-effective amendments (other than any such
post-effective amendment primarily for the purpose of including additional
selling Holders) and supplements to the Shelf Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of the Shelf
Registration Statement or the initiation of any proceedings for that purpose,
(iv) of the happening of any event or the discovery of any facts during the
period the Shelf Registration Statement is effective which makes any statement
made in the Shelf Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in the Shelf
Registration Statement or Prospectus in order to make the statements therein not
misleading, (v) of the receipt by any Registrant of any notification with
respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (vi) of any determination by News Corporation, the Company, the Trust or
BSkyB that a post-effective amendment to the Shelf Registration Statement would
be appropriate by reason of a fundamental change in the information set forth in
the Shelf

                                      -11-



Registration Statement (but not including any such post-effective amendment
primarily for the purpose of including additional selling Holders).

             (f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Shelf Registration Statement at the
earliest practicable date;

             (g) furnish to each selling Holder of Registrable Securities
included in the Prospectus forming part of the Shelf Registration Statement,
without charge, at least one conformed copy of the Shelf Registration Statement
and any post-effective amendment thereto (other than any such post-effective
amendment filed primarily for the purpose of including additional selling
Holders), including financial statements and schedules (without documents
incorporated therein by reference or exhibits thereto, unless requested);

             (h) with respect to Registrable Securities represented by a global
certificate, facilitate the timely preparation and delivery of a new global
certificate representing Securities which have been or may be sold through the
Shelf Registration Statement that does not bear any restrictive legends;

             (i) upon the occurrence of any event or the discovery of any facts,
such as contemplated by Sections 3(e)(iv) and 3(e)(vi) hereof, as promptly as
practicable after the occurrence of such an event, use its reasonable best
efforts to prepare a supplement or post-effective amendment to the Shelf
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Securities, such Prospectus will not contain
at the time of such delivery any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. At such time as such
public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request;

             (j) obtain a CUSIP number for each new global certificate referred
to in Section 3(h) above, not later than the effective date of the Shelf
Registration Statement;

             (k) (i) cause the Indenture, the Declaration and the Guarantees to
be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in
connection with the registration of the Securities, (ii) cooperate with the
Trustees and the Initial Purchasers to effect such changes to the Indenture, the
Declaration and the Guarantees as may be required for such qualification in
accordance with the terms of the TIA, and (iii) execute, and use its reasonable
best efforts to cause the Trustees to execute, all documents as may be required
to effect such changes, and all other forms and documents required to be filed
with the SEC to enable the Indenture, the Declaration and the Guarantees to be
so qualified in a timely manner;

             (l) take all other customary and appropriate actions in order to
expedite or facilitate the disposition of the Registrable Securities; provided
that in no event shall

                                      -12-



any Registrant be required to enter into any underwriting agreement with respect
to the disposition of the Registrable Securities;

             (m) make available for inspection by Special Counsel and any
accountant or other agent retained by the Majority Holders (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, such financial and other records, pertinent corporate documents and
properties of News Corporation, the Company, the Trust and the Subsidiary
Guarantors (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of News Corporation, the Company, the
Trust and the Subsidiary Guarantors to supply all such information in each case
reasonably requested by any such Inspector to enable them to exercise any such
due diligence responsibilities in connection with such Registration Statement.
Records which any Registrant determines to be confidential or any Records which
they notify the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary in connection
with the Inspectors' assertion of any claims or actions or with their
establishment of any defense in an action then pending before a court of
competent jurisdiction, (ii) the release of such Records is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction or (iii) the
information in such Records has been made generally available to the public.
Each selling Holder of such Registrable Securities will be required to agree (in
a written confidentiality agreement satisfactory to the Company) that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Issuer unless and until such is made
generally available to the public. Each selling Holder of such Registrable
Securities will be required to further agree (in a written confidentiality
agreement satisfactory to the Company) that it will, prior to disclosure of such
Records pursuant to clause (i) or (ii) above, give prompt notice to the Company
and allow the Company and the other Registrants at their expense to undertake
appropriate action to prevent disclosure to the public of the Records deemed
confidential; and

             (n) otherwise comply with all applicable rules and regulations of
the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.

             The Company may require each seller of Registrable Securities as to
which any registration is being effected (or is proposed to be effected) to
furnish to the Company such information regarding such seller and the proposed
distribution of such Registrable Securities as the Company may from time to time
reasonably request in writing. Each selling Holder of Registrable Securities as
to which any Shelf Registration is being effected agrees to furnish to the
Company, within 20 days after receipt of a request therefor, all such
information; provided that any information with respect to such Seller necessary
to make the information furnished to the Company by such Holder not materially
misleading shall be furnished as promptly as may be practicable.

             The Company may exclude from such registration, or from any
post-effective amendment or Prospectus (including any amendment or supplement
thereof), the Registrable Securities of any seller who fails to furnish any such
information which the



                                      -13-



Company reasonably requires (including, without limitation, the information
included in Annex A to the offering memorandum, dated March 18, 2003, with
respect to the offering of the Exchangeable Preferred Securities) in order for
the Registration Statement to comply with applicable law and SEC policy within a
reasonable time after receiving such request (and, in any event, no later than
20 days after receipt of such request), without the accrual of Additional
Interest on such excluded Registrable Securities, and shall be under no
obligation to include the Registrable Securities of such seller in the Shelf
Registration Statement or to compensate any such seller for any lost income,
interest or other opportunity foregone, or any liability incurred, as a result
of the Company's decision to exclude such seller.

             Each selling Holder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
3(e)(ii), 3(e)(iii), 3(e)(iv), 3(e)(v) or 3(e)(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder receives copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof or until it is advised in
writing (the "Advice") by the Company that the use of the applicable Prospectus
may be resumed, and, if so directed by the Company, such Holder will deliver to
the Company (at the Company's expense) all copies in such Holder's possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities, as the case may be, pursuant to a
Registration Statement, each of News Corporation, the Company and the Trust
shall use its reasonable best efforts (and News Corporation shall use its
reasonable best efforts to cause BSkyB to use its reasonable best efforts) to
file as soon as practicable an amendment or supplement to the Registration
Statement and, in the case of an amendment, have such amendment declared
effective as soon as practicable; provided, however, that the Company may
postpone the filing of such amendment or supplement for a period not to extend
beyond the Business Day after the cessation of the circumstances described below
upon which such postponement is based, if the members of the Board of Directors
of any Registrant (and, in the case of the Trust, the Board of Directors of the
Company) determine reasonably and in good faith that such filing would require
disclosure of material information which such entity has a bona fide purpose for
preserving as confidential; provided, further, however, that (i) the exercise of
rights under this provision shall relieve the Company of any obligation to pay
Additional Interest otherwise required under Section 2.4 only if such period
during which the Company may postpone the filing of such amendment or supplement
does not exceed 15 days in any three month period (in addition to the 30
consecutive day period set forth in the second paragraph of Section 2.4) or the
90 day period set forth in such Section 2.4, in which case, a Registration
Suspension shall not be deemed to have occurred during such period and (ii) the
period during which such Registration Statement shall be maintained effective
pursuant to this Agreement shall be extended by the number of days in the period
from and including the date of the giving of such notice to and including the
date when the Company shall have made available to the selling Holders (A)
copies of the supplemented or amended Prospectus necessary to resume such
dispositions or (B) the Advice.

     4. Indemnification; Contribution.

             (a) News Corporation, the Company and the Trust jointly and
severally agree to indemnify and hold harmless each Holder named as a selling
Holder in any

                                      -14-



Prospectus forming part of a Shelf Registration Statement, and each Person, if
any, who controls any selling Holder named in any such Prospectus within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as
follows except to the extent otherwise provided in Section 4(b) hereof:

             (i) against any and all loss, liability, claim, damage and expense,
as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in the Shelf Registration Statement (or any amendment
or supplement thereto) pursuant to which Securities were registered under the
Securities Act, including all documents incorporated therein by reference, or
the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arising out of any untrue statement or alleged untrue statement of a material
fact contained in any Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;

             (ii) against any and all loss, liability, claim, damage and
expense, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or of any claim based upon any such untrue
statement or omission, or any such alleged untrue statement or omission;
provided, however, that (subject to Section 4(d) below) any such settlement is
effected with the written consent of the Company; and

             (iii) against any and all expense, as incurred (including the fees
and disbursements of counsel chosen by any indemnified party as provided
therein), reasonably incurred in investigating or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to News Corporation,
the Company, the Trust or BSkyB by such Holder expressly for use in the
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto), and provided further that News Corporation,
the Company, and the Trust shall not indemnify any Holder from any loss,
liability, claim or damage (or expense incurred in connection therewith) alleged
by any person who purchased Securities from such Holder if the untrue statement,
omission or allegation thereof upon which such loss, liability, claim or damage
is based was made in (i) any preliminary prospectus, if a copy of the Prospectus
(as then amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Holder to such person at or prior to the written confirmation of the sale of
Securities to such person, and if the Prospectus (as so amended or supplemented)
corrected the untrue statement or omission giving rise to such loss, claim,
damage or liability; (ii) any Prospectus used by such Holder or any Person who
controls such Holder, after such time as any Registrant advised the Holder in
writing that the filing of a post-effective amendment or supplement thereto was
required, except

                                      -15-



the Prospectus as so amended or supplemented, if the Prospectus as amended or
supplemented by such post-effective amendment or supplement would not have given
rise to such loss, liability, claim or damage; or (iii) any Prospectus used
after such time as the obligation hereunder to keep the same current and
effective has expired.

             (b) Each Holder severally, but not jointly, agrees to indemnify and
hold harmless the Registrants and the Initial Purchasers, and the other selling
Holders, and each of their respective directors and officers, and each Person,
if any, who controls any of the Registrants, the Initial Purchasers, or any
other selling Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 4(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Shelf Registration Statement (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder furnished to News Corporation, the Company, the
Trust or BSkyB by such Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment or
supplement thereto); provided, however, that no such Holder shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Registrable Securities pursuant to the Registration
Statement.

             (c) Each indemnified party shall give written notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, and
the indemnifying party shall assume the defense thereof, including the
employment of counsel satisfactory to the indemnified party, and the payment of
all expenses. Any omission to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. Any such indemnified party shall have the right to employ separate
counsel in any such action or proceeding and to participate in the defense
thereof, but the fees and expenses of such separate counsel shall be paid by
such indemnified party unless (a) the indemnifying party has agreed to pay such
fees and expenses or (b) the indemnifying party shall have failed to assume the
defense of such action or proceeding and employ counsel reasonably satisfactory
to the indemnified party in any such action or proceeding or (c) the named
parties to any such action of proceeding (including any impleaded parties)
include both such indemnified party and indemnifying party, and the indemnified
party shall have been advised by its counsel that there may be a conflict of
interest between such indemnified party and indemnifying party in the conduct of
the defense of such action (in which case, if such indemnified party notifies
the indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of such
indemnified party), it being understood, however, that the indemnifying party
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (unless the members of such
firm are not admitted to practice in a jurisdiction where an action is pending,
in which case the indemnifying party shall pay the reasonable fees and expenses
of one additional

                                      -16-



firm of attorneys to act as local counsel in such jurisdiction, provided the
services of such counsel are substantially limited to that of appearing as
attorneys of record) at any time for all indemnified parties, which firm shall
be designated in writing by the indemnified party. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

             (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) hereof effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into, and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
shall not be liable for any settlement of the nature contemplated by Section
4(a)(ii) effected without its prior written consent if such indemnifying party
(i) reimburses such indemnified party in accordance with such request to the
extent it considers such request to be reasonable and (ii) provides written
notice to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.

             (e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, News Corporation, the Company,
the Trust, the Initial Purchasers and the Holders agree that each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
liabilities, claims, damages or expenses; provided, however, that no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person that was
not guilty of such fraudulent misrepresentation. As between News Corporation,
the Company and the Trust on the one hand and the Initial Purchasers and the
Holders on the other, such parties shall contribute to such aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement in such proportion as shall be appropriate to reflect the
relative fault of the Registrants on the one hand and of the Initial Purchasers
and the Holders, as the case may be, on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

                                      -17-



             (f) The relative fault of the Registrants on the one hand and the
Initial Purchasers and the Holders on the other hand shall be determined by
reference to, amount other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Registrants, the Initial Purchasers
or the Holders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

             (g) News Corporation, the Company, the Trust, the Initial
Purchasers and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 4.

             (h) For purposes of this Section 4, each Person, if any, who
controls a Holder or an Initial Purchaser within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, shall have the same rights
to contribution as such Holder or Initial Purchaser, and each Person, if any,
who controls any Registrant within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as any Registrant.

     5. Miscellaneous.

         5.1 Rule 144 and Rule 144A. For so long as News Corporation is subject
to the reporting requirements of Section 13 or 15 of the Exchange Act, News
Corporation covenants that it will file the reports required to be filed by it
under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the
rules and regulations adopted by the SEC thereunder. If News Corporation ceases
to be so required to file such reports, News Corporation covenants that it will
upon the request of any Holder of Registrable Securities (a) deliver to a
prospective purchaser such information as is necessary to permit sales pursuant
to Rule 144A under the Securities Act and it will take such further action as
any Holder of Registrable Securities may reasonably request, and (b) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, (ii) Rule 144A under the Securities Act,
as such Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Notwithstanding the foregoing, nothing
in this Section 5.1 shall be deemed to require News Corporation to register any
of its securities under the Exchange Act.

     Upon the reasonable request of any Holder, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.
The Company's obligations under this Section 5.1 shall terminate upon the
consummation of the Effectiveness Period.

         5.2 No Inconsistent Agreements. The Company has not entered into and
the Company will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not and will

                                      -18-



not for the term of this Agreement in any way conflict with the rights granted
to the initial purchasers of the Company's other issued and outstanding
securities under any such agreements.

         5.3 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless News Corporation, the Company and the Trust consent thereto in
writing and the written consent of Holders of at least a majority in aggregate
redemption value (calculated as set forth in the definition of Majority Holders
herein) of the then outstanding Registrable Securities affected by such
amendment, modification, supplement, waiver or departure has been obtained.

         5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (a)
if to a Holder, at the most current address given by such Holder to the Company
by means of a notice given in accordance with the provisions of this Section
5.4, which address initially is the address set forth in the Purchase Agreement
with respect to the Initial Purchasers; and (b) if to News Corporation, the
Company or the Trust initially at the Company's address set forth in the
Purchase Agreement, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.4.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.

         5.5 Successor and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of parties,
including, without limitation and without the need for an express assignment,
Holders of the Securities; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Securities in
violation of the terms of the Declaration, the Purchase Agreement or the
Indenture.

     If any transferee of any Holder shall acquire Registrable Securities, in
any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement, including the restrictions on resale set forth in
this Agreement and, if applicable, the Purchase Agreement, and such Person shall
be entitled to receive the benefits hereof.

         5.6 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         5.7 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                      -19-



         5.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

         5.9 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                            [Signature Page Follows]

                                      -20-



                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                  THE NEWS CORPORATION LIMITED


                                  By: /s/ Arthur M. Siskind
                                      ---------------------------------------
                                      Name:  Arthur M. Siskind
                                      Title: Senior Executive Vice President



                                  NEWS AMERICA INCORPORATED


                                  By: /s/ Arthur M. Siskind
                                      ---------------------------------------
                                      Name:  Arthur M. Siskind
                                      Title: Senior Executive Vice President



                                  NEWS CORPORATION FINANCE TRUST II


                                  By: /s/ Arthur M. Siskind
                                      ---------------------------------------
                                      Name:  Arthur M. Siskind
                                      Title: Regular Trustee


                                  By: /s/ Paula M. Wardynski
                                      ---------------------------------------
                                      Name:  Paula M. Wardynski
                                      Title: Regular Trustee


Confirmed and accepted as of the date first above written:

As representatives of the Initial Purchasers
listed on Annex I hereto:

SALOMON SMITH BARNEY INC.

By: /s/ Daniel Richards
    ------------------------------
    Name:  Daniel Richards
    Title: Managing Director


J.P. MORGAN SECURITIES INC.

By: /s/ J. Andrew Sanford
    ------------------------------
    Name:  J. Andrew Sanford
    Title: Managing Director

                                      -21-

EX-4.4

                                                                     EXHIBIT 4.4

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                        NEWS CORPORATION FINANCE TRUST II

                           Dated as of March 21, 2003



                                TABLE OF CONTENTS




                                                                                              Page

                                                                                          
ARTICLE I INTERPRETATION AND DEFINITIONS.........................................................5
     Section 1.1       Definitions...............................................................5

ARTICLE II TRUST INDENTURE ACT..................................................................13
     Section 2.1       Trust Indenture Act; Application.........................................13
     Section 2.2       Lists of Holders of Securities...........................................13
     Section 2.3       Reports by the Property Trustee..........................................14
     Section 2.4       Periodic Reports to the Property Trustee.................................14
     Section 2.5       Evidence of Compliance with Conditions Precedent.........................14
     Section 2.6       Events of Default; Waiver................................................15
     Section 2.7       Event of Default; Notice.................................................16

ARTICLE III ORGANIZATION........................................................................17
     Section 3.1       Name.....................................................................17
     Section 3.2       Office...................................................................17
     Section 3.3       Purpose..................................................................17
     Section 3.4       Authority................................................................17
     Section 3.5       Title to Property of the Trust...........................................18
     Section 3.6       Powers and Duties of the Regular Trustees................................18
     Section 3.7       Prohibition of Actions by the Trust and the Trustees.....................21
     Section 3.8       Powers and Duties of the Property Trustee................................22
     Section 3.9       Certain Duties and Responsibilities of the Property Trustee..............24
     Section 3.10      Certain Rights of Property Trustee.......................................26
     Section 3.11      Delaware Trustee.........................................................28
     Section 3.12      Not Responsible for Recitals or Issuance of Securities...................28
     Section 3.13      Duration of Trust........................................................28
     Section 3.14      Mergers..................................................................28

ARTICLE IV SPONSOR..............................................................................30
     Section 4.1       Sponsor's Purchase of Common Securities..................................30
     Section 4.2       Responsibilities of the Sponsor..........................................30
     Section 4.3       Right to Proceed.........................................................31

ARTICLE V TRUSTEES..............................................................................31
     Section 5.1       Number of Trustees.......................................................31
     Section 5.2       Delaware Trustee.........................................................32
     Section 5.3       Property Trustee; Eligibility............................................32
     Section 5.4       Qualifications of Regular Trustees and Delaware Trustee Generally........33





               
     Section 5.5       Initial Trustees.........................................................33
     Section 5.6       Appointment, Removal and Resignation of Trustees.........................33
     Section 5.7       Vacancies among Trustees.................................................35
     Section 5.8       Effect of Vacancies......................................................35
     Section 5.9       Meetings.................................................................35
     Section 5.10      Delegation of Power......................................................36
     Section 5.11      Merger, Conversion, Consolidation or Succession to Business..............36

ARTICLE VI DISTRIBUTIONS........................................................................37
     Section 6.1       Distributions............................................................37

ARTICLE VII ISSUANCE OF SECURITIES..............................................................37
     Section 7.1       General Provisions Regarding Securities..................................37
     Section 7.2       Execution and Authentication.............................................38
     Section 7.3       Form and Dating..........................................................38
     Section 7.4       Registrar, Paying Agent and Exchange Agent...............................40
     Section 7.5       Paying Agent to Hold Money in Trust......................................41
     Section 7.6       Replacement Securities...................................................41
     Section 7.7       Outstanding Exchangeable Preferred Securities............................41
     Section 7.8       Exchangeable Preferred Securities in Treasury............................42
     Section 7.9       Temporary Securities.....................................................42
     Section 7.10      Cancellation.............................................................43

ARTICLE VIII TERMINATION OF TRUST...............................................................44
     Section 8.1       Termination of Trust.....................................................44

ARTICLE IX TRANSFERS AND EXCHANGE...............................................................45
     Section 9.1       General..................................................................45
     Section 9.2       Transfer Procedures and Restrictions.....................................46
     Section 9.3       Deemed Security Holders..................................................51
     Section 9.4       Book Entry Interests.....................................................52
     Section 9.5       Notices to Clearing Agency...............................................52
     Section 9.6       Appointment of Successor Clearing Agency.................................52

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS..................53
     Section 10.1      Liability................................................................53
     Section 10.2      Exculpation..............................................................53
     Section 10.3      Fiduciary Duty...........................................................54
     Section 10.4      Indemnification..........................................................55
     Section 10.5      Outside Businesses.......................................................57

     

                                        2



                                                                                        
ARTICLE XI ACCOUNTING...........................................................................58
     Section 11.1      Fiscal Year..............................................................58
     Section 11.2      Certain Accounting Matters...............................................58
     Section 11.3      Banking..................................................................59
     Section 11.4      Withholding..............................................................59

ARTICLE XII AMENDMENTS AND MEETINGS.............................................................59
     Section 12.1      Amendments...............................................................59
     Section 12.2      Meetings of the Holders of Securities; Action by Written Consent.........62

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE...........................63
     Section 13.1      Representations and Warranties of Property Trustee.......................63
     Section 13.2      Representations and Warranties of Delaware Trustee.......................64

ARTICLE XIV REGISTRATION RIGHTS.................................................................65
     Section 14.1      Registration Rights......................................................65

ARTICLE XV MISCELLANEOUS........................................................................65
     Section 15.1      Notices..................................................................65
     Section 15.2      Governing Law............................................................66
     Section 15.3      Intention of the Parties.................................................67
     Section 15.4      Headings.................................................................67
     Section 15.5      Successors and Assigns...................................................67
     Section 15.6      Partial Enforceability...................................................67
     Section 15.7      Counterparts.............................................................67


ANNEX I                TERMS OF SECURITIES.....................................................I-1

EXHIBIT A-1            FORM OF EXCHANGEABLE PREFERRED SECURITY................................A1-1

EXHIBIT A-2            FORM OF COMMON SECURITY................................................A2-1

EXHIBIT 1              INDENTURE



                                        3



                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                        NEWS CORPORATION FINANCE TRUST II

                                 March 21, 2003

     AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") (which term
includes Annex I hereto) dated and effective as of March 21, 2003, by the
undersigned trustees (together with all other Persons from time to time duly
appointed and serving as trustees in accordance with the provisions of this
Declaration, the "Trustees"), News America Incorporated, a Delaware corporation,
as trust sponsor, and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor established News Corporation Finance
Trust II (the "Trust"), a statutory trust under the Statutory Trust Act (as
defined herein) pursuant to a Declaration of Trust dated as of March 18, 2003
(the "Original Declaration") and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on March 18, 2003 for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures (as defined herein) of the Debenture Issuer (as defined
herein);

     WHEREAS, as of the date hereof, no interests in the Trust have been issued;

     WHEREAS, the Trust intends to issue 0.75% Senior Exchangeable BUCS(sm);

     WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend
and restate each and every term and provision of the Original Declaration; and

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Statutory Trust Act and that this
Declaration constitute the governing instrument of statutory trust, the Trustees
declare that all assets contributed to the Trust will be held in trust for the
benefit of the holders, from time to time, of the securities representing
undivided beneficial interests in the assets of the Trust issued hereunder,
subject to the provisions of this Declaration.

                                        4



                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

Section 1.1    Definitions.

     Unless the context otherwise requires:

     (a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

     (b) a term defined anywhere in this Declaration has the same meaning
throughout;

     (c) all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

     (d) all references in this Declaration to Articles and Sections and Annexes
and Exhibits are to Articles and Sections of and Annexes and Exhibits to this
Declaration unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires; and

     (f) a reference to the singular includes the plural and vice versa.

     "Additional Interest" means, if the Trust is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States or any other taxing authority,
such amounts as shall be required so that the net amounts received and retained
by the Trust after paying such taxes, duties, assessments and governmental
charges will not be less than the amounts the Trust would have received had no
such taxes, duties, assessments or governmental charges been imposed.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

     "Agent" means any Registrar, Paying Agent, Exchange Agent or co-registrar.

     "Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

     "Book Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Depositary as described in Section 9.4.

                                        5



     "BSkyB" means British Sky Broadcasting Group, plc, a public limited company
incorporated under the laws of England and Wales.

     "BSkyB ADSs" means the American Depositary Shares of BSkyB, each
representing four (4) BSkyB Ordinary Shares.

     "BSkyB Deposit Agreement" means the deposit agreement dated as of December
9, 2002 among BSkyB, The Bank of New York and the holders from time to time of
BSkyB ADSs, or any successor to such Deposit Agreement.

     "BSkyB Depositary" means the depositary (presently The Bank of New York)
under the BSkyB Deposit Agreement.

     "BSkyB Ordinary Shares" means the ordinary shares of BSkyB, nominal value
50p per share; "BSkyB Ordinary Share" means each such share.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not (1) a day on which banking institutions in the State of New York
are authorized or obligated by applicable law, regulation or executive order to
close; or (2) a day on which the Corporate Trust Office or the corporate trust
office the Debenture Trustee is closed for business.

     "Certificate" means a certificate in global or definitive form representing
a Common Security or an Exchangeable Preferred Security.

     "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act.

     "Closing Date" means March 21, 2003.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

     "Commission" means the Securities and Exchange Commission, or any successor
government agency.

     "Common Securities" has the meaning specified in Section 7.1(a).

     "Company" means News America Incorporated otherwise than in its capacity as
Sponsor of the Trust or any successor entity pursuant to a merger,
consolidation, amalgamation or other reorganization.

     "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees,

                                        6



representatives or agents of any Regular Trustee; or (d) any officer,
employee or agent of the Trust or its Affiliates.

     "Corporate Trust Office" means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at The Bank of New York, 101 Barclay Street, Fl. 8W, New
York, New York 10286.

     "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

     "Debenture Issuer" means News America Incorporated (or the Sponsor) in its
capacity as issuer of the Debentures under the Indenture.

     "Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

     "Debentures" means the 0.75% Senior Exchangeable Debentures due March 15,
2023 to be issued by the Debenture Issuer under the Indenture to be held by the
Property Trustee of the Trust.

     "Declaration Event of Default" has the meaning set forth in Annex I.

     "Definitive Exchangeable Preferred Securities" means any Exchangeable
Preferred Security in definitive form issued by the Trust.

     "Definitive Securities" means any Definitive Exchangeable Preferred
Securities and any Common Securities in definitive form issued by the Trust.

     "Delaware Trustee" has the meaning set forth in Section 5.2.

     "Depositary" means The Depository Trust Company, the initial Clearing
Agency.

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

     "Distribution Payment Date" has the meaning set forth in Section 6.1.

     "Event of Default" in respect of the Securities means an Event of Default
(as defined in the Indenture) has occurred and is continuing in respect of the
Debentures.

                                        7



     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Exchange Agent" has the meaning set forth in Section 7.4(a).

     "Exchangeable Preferred Securities" has the meaning specified in Section
7.1(a) and shall include Exchangeable Securities issued in exchange for
Exchangeable Preferred Securities. Any reference to "BUCS" or "Preferred
Securities" in any Security, Certificate, the Preferred Securities Guarantee,
the Indenture or otherwise in connection with this Declaration shall be deemed a
reference to Exchangeable Preferred Securities.

     "Exchangeable Preferred Security Beneficial Owner" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Depositary, or on the books of a
Person maintaining an account with such Depositary (directly as a participant or
as an indirect participant, in each case in accordance with the rules of such
Depositary).

     "Exchangeable Securities" means any Exchangeable Preferred Security issued
in connection with a sale or exchange pursuant to an effective registration
statement and not bearing any Restricted Securities Legend.

     "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(j).

     "Fiscal Year" has the meaning set forth in Section 11.1.

     "Global Exchangeable Preferred Security" has the meaning set forth in
Section 9.2(b).

     "Guarantee" means the full and unconditional guarantee of the Company's
obligations under the Debentures by the Guarantors.

     "Guarantors" means News Corporation and certain subsidiaries of News
Corporation pursuant to the Indenture.

     "Holder" means a Person in whose name a Certificate representing a Security
is registered, such Person being a beneficial owner within the meaning of the
Statutory Trust Act.

     "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

                                        8



     "Indenture" means the Indenture dated as of March 21, 2003, among the
Debenture Issuer, the Debenture Trustee and the Guarantors, and any indenture
supplemental thereto, pursuant to which the Debentures are to be issued.

     "Investment Company" means an "investment company" as defined in the
Investment Company Act.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Legal Action" has the meaning set forth in Section 3.6(g).

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in Stated Liquidation Amount" means, except as provided in the
terms of the Exchangeable Preferred Securities or the Common Securities, as the
case may be, or by the Trust Indenture Act, with Respect to (i) the Exchangeable
Preferred Securities, holders of more than 50% of the aggregate stated
liquidation amount (including the stated preference that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions, if
any, to the date upon which the voting percentages are determined) of all
outstanding Exchangeable Preferred Securities, and (ii) the Common Securities,
holders of more than 50% of the aggregate stated liquidation amount (including
the stated amount that would be paid on redemption, liquidation or otherwise,
plus accrued and unpaid Distributions, if any, to the date upon which the voting
percentages are determined) of all outstanding Common Securities.

     "News Corporation" means The News Corporation Limited (A.C.N. 007 910 330),
a corporation duly organized and existing under the laws of Australia, or any
successor entity pursuant to merger, consolidation, amalgamation or other
reorganization.

     "News Corporation Preferred ADRs" means American Depositary Receipts
evidencing News Corporation Preferred ADSs issued from time to time by the News
Depositary; "News Corporation Preferred ADR" means each such receipt.

     "News Corporation Preferred ADSs" means American Depositary Shares,
evidenced by News Corporation Preferred ADRs, issued from time to time by the
News Depositary, each such share representing, as of the date hereof, four News
Corporation Preferred Ordinary Shares; "News Corporation Preferred ADS" means
each such American Depositary Share.

     "News Corporation Preferred Ordinary Shares" means the preferred limiting
voting ordinary shares of News Corporation; "News Corporation Preferred Ordinary
Share" means each such share.

     "News Deposit Agreement" means the Amended and Restated Deposit Agreement,
dated as of December 3, 1996, as amended to the date hereof, and as it may

                                        9



subsequently be amended, among News Corporation, Citibank, N.A., as depositary,
and the holders from time to time of Preferred ADSs, or any successor to such
deposit agreement.

     "News Depositary" means the depositary (presently Citibank, N.A.) under the
News Deposit Agreement.

     "Offering Memorandum" has the meaning set forth in Section 3.6(b).

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

          (a) a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;

          (c) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such officer,
     such condition or covenant has been complied with.

     "Participants" has the meaning set forth in Section 7.3(f).

     "Paying Agent" has the meaning specified in Section 7.4(a).

     "Payment Amount" has the meaning specified in Section 6.1.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "PORTAL Market" means the National Association of Securities Dealers Inc.'s
market for designated foreign and domestic securities that are eligible for
resale under Rule 144A of the Securities Act.

     "Preferred Securities Guarantee" means the guarantee agreement dated as of
March 21, 2003 of News Corporation in respect of the Exchangeable Preferred
Securities.

     "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 5.3.

                                       10



     "Property Trustee Account" has the meaning set forth in Section 3.8(c).

     "Purchase Agreement" has the meaning set forth in Section 7.3(b).

     "Quorum" means a majority of the Regular Trustees or, if there are only two
Regular Trustees, both of them.

     "Registrar" has the meaning set forth in Section 7.4(a).

     "Registration Interest" means the additional interest which shall accrue on
the Debentures and, accordingly, on the Exchangeable Preferred Securities in
accordance with the Indenture and Registration Rights Agreement.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 21, 2003, among the Sponsor, the Trust, News Corporation and
Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as representative of
the Initial Purchasers.

     "Regular Trustee" means any Trustee other than the Property Trustee and the
Delaware Trustee.

     "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor, or any
direct or indirect wholly owned subsidiary of such other Person.

     "Responsible Officer" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer or any other officer in
the Corporate Trust Department of the Property Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

     "Restricted Definitive Exchangeable Preferred Security" means a Definitive
Exchangeable Preferred Security with a Restricted Securities Legend.

     "Restricted Global Exchangeable Preferred Security" has the meaning set
forth in Section 7.3(c).

     "Restricted Exchangeable Preferred Security" means a Restricted Definitive
Exchangeable Preferred Security or a Restricted Global Exchangeable Preferred
Security.

     "Restricted Period" means the one-year period following the last issue date
for the Exchangeable Preferred Securities (including Common Securities issued in
connection with

                                       11



related capital contributions). The Sponsor shall inform the Trustee as to the
termination of the restricted period and the Trustee may rely conclusively
thereon.

     "Restricted Securities Legend" has the meaning set for in Section 9.2(i).

     "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

     "Securities" means the Common Securities and the Exchangeable Preferred
Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Security Register" has the meaning set forth in Section 7.4(a).

     "Sponsor" means News America Incorporated, a Delaware corporation, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.

     "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Successor Delaware Trustee" has the meaning set forth in Section 5.6(c).

     "Successor Entity" has the meaning set forth in Section 3.14(b).

     "Successor Property Trustee" has the meaning set forth in Section 5.6(b).

     "Successor Securities" has the meaning set forth in Section 3.14(b).

     "Super Majority" has the meaning set forth in Section 2.6(b)(ii).

     "Super Majority" has the meaning set forth in Section 2.6(b)(ii).

     "Tax Event" has the meaning set forth in the Indenture.

     "10% in stated liquidation amount of the Securities" means, except as
provided in the terms of the Exchangeable Preferred Securities or otherwise by
the Trust Indenture Act, Holder(s) of outstanding Securities voting together as
a single class or, as the context may require, Holders of outstanding
Exchangeable Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of 10% or more of the
aggregate stated liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.

                                       12



     "Terms" has the meaning set forth in Section 7.1(a).

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trust" has the meaning set forth in the preamble.

     "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

                                   ARTICLE II
                               TRUST INDENTURE ACT

Section 2.1    Trust Indenture Act; Application.

     (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration, which are incorporated by
reference in and made part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a Trustee for
the purposes of the Trust Indenture Act.

     (c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     (d) The application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

Section 2.2    Lists of Holders of Securities.

     (a) Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Property Trustee (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders of the Securities
("List of Holders") as of such record date,

                                       13



provided, that neither the Sponsor nor the Regular Trustees on behalf of the
Trust shall be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor and the Regular Trustees on behalf of the Trust,
and (ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), provided, that the Property
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

     (b) The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

Section 2.3    Reports by the Property Trustee.

     Within 60 days after May 15 of each year, the Property Trustee shall
provide to the Holders of the Exchangeable Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

Section 2.4    Periodic Reports to the Property Trustee.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Delivery of such reports, information and documents to the Property Trustee is
for informational purposes only and the Property Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Property Trustee
is entitled to rely exclusively on Officers' Certificates).

Section 2.5    Evidence of Compliance with Conditions Precedent.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

                                       14



Section 2.6    Events of Default; Waiver.

     (a) The Property Trustee, as holder of the Debentures, shall vote all of
the Debentures held by it with respect to a waiver of any past Event of Default
in respect of the Debentures and its consequences, in proportion to the votes of
the Holders of the Exchangeable Preferred Securities issued pursuant hereto;
provided, that, if the underlying Event of Default under the Indenture is not
waivable under the Indenture, the Declaration Event of Default under this
Declaration shall also not be waivable.

     The foregoing provisions of this Section 2.6(a) shall be in lieu
     of Section 316(a)(1)(B) of the Trust Indenture Act and such
     Section 316(a)(1)(B) of the Trust Indenture Act is hereby
     expressly excluded from this Declaration and the Securities, as
     permitted by the Trust Indenture Act. Upon any waiver obtained or
     provided in the Indenture, any such default shall cease to exist,
     and any Declaration Event of Default with respect to the
     Exchangeable Preferred Securities arising therefrom shall be
     deemed to have been cured, for every purpose of this Declaration,
     but no such waiver shall extend to any subsequent or other
     default or a Declaration Event of Default with respect to the
     Exchangeable Preferred Securities or impair any right consequent
     thereon. Any waiver by the Holders of the Exchangeable Preferred
     Securities of a Declaration Event of Default with respect to the
     Exchangeable Preferred Securities shall also be deemed to
     constitute a waiver by the Holders of the Common Securities of
     any such Declaration Event of Default with respect to the Common
     Securities for all purposes of this Declaration without any
     further act, vote, or consent of the Holders of the Common
     Securities.

     (b) The Holders of a Majority in stated liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Declaration Event of Default with respect to the
Common Securities and its consequences, provided, that if the underlying Event
of Default under the Indenture:

          (i) is not waivable under the Indenture, except where the Holders of
     the Common Securities are deemed to have waived such Event of Default under
     the Declaration as provided in this Section 2.6(b), the Declaration Event
     of Default under the Declaration shall also not be waivable; or

          (ii) requires the consent or vote of greater than a majority in
     principal amount at maturity of the holders of the Debentures (a "Super
     Majority") to be waived, except where the Holders of the Common Securities
     are deemed to have waived such Declaration Event of Default as provided in
     this Section 2.6(b), the Declaration Event of Default may only be waived by
     the vote of the Holders of at least the proportion in stated liquidation
     amount of the Common Securities that the relevant Super Majority represents
     voting together with Holders of Exchangeable Preferred Securities as a
     single class of the aggregate principal amount of the Debentures
     outstanding;

                                       15



provided, further, that each Holder of Common Securities will be deemed to have
waived any such Declaration Event of Default and all Declaration Events of
Default with respect to the Common Securities and its consequences until all
Declaration Events of Default with respect to the Exchangeable Preferred
Securities have been cured, waived or otherwise eliminated, and until such
Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Exchangeable Preferred Securities and only the Holders of the Exchangeable
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Declaration Event of Default with respect to the Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Declaration, but no such waiver shall extend to any subsequent
or other default or Declaration Event of Default with respect to the Common
Securities or impair any right consequent thereon.

     (c) A waiver of an Event of Default under the Indenture by the Property
Trustee at the direction of the Holders of the Exchangeable Preferred Securities
constitutes a waiver of the corresponding Declaration Event of Default. The
foregoing provisions of this Section 2.6(c) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

Section 2.7    Event of Default; Notice.

     (a) The Property Trustee shall, within 10 days after the occurrence of a
default actually known to a Responsible Officer of the Property Trustee,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
the Regular Trustees and the News Corporation, notices of all defaults with
respect to the Securities, unless such defaults have been cured before the
giving of such notice (the term "defaults" for the purposes of this Section
2.7(a) being hereby defined to be an Event of Default as defined in the
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a default in the payment of principal of or interest on any of the
Debentures or in the payment of any sinking fund installment established for the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as a trust committee of directors and/or Responsible Officers of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

     (b) The Property Trustee shall not be deemed to have knowledge of any
default except:

          (i) a default under Sections 5.1(1) and 5.1(2) of the Indenture; or

                                       16



          (ii) any default as to which the Property Trustee shall have received
     written notice or of which a Responsible Officer of the Property Trustee
     charged with the administration of the Declaration shall have actual
     knowledge.

                                   ARTICLE III
                                  ORGANIZATION

Section 3.1    Name.

     The Trust is named "News Corporation Finance Trust II," as such name may be
modified from time to time by the Regular Trustees following written notice to
the registered Holders of Securities. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the Regular
Trustees.

Section 3.2    Office.

     The address of the registered principal office of the Trust is c/o News
America Incorporated, 1211 Avenue of the Americas, New York, New York 10036,
Attention: Arthur M. Siskind, Esq. On 10 Business Days written notice to the
Holders of Securities, the Regular Trustees may designate another principal
office.

Section 3.3    Purpose.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities and use the proceeds from such sale to acquire the Debentures, and
(b) except as otherwise limited herein, to engage in only those other activities
necessary, or incidental thereto. The Trust shall not borrow money, issue debt
or reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for United States federal income tax purposes as
a grantor trust.

Section 3.4    Authority.

     (a) Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

                                       17



     (b) Except as expressly set forth in this Declaration and except if a
meeting of the Regular Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by, or with the consent of, any one such Regular Trustee.

     (c) Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Statutory Trust Act or applicable law, any Regular
Trustee or, if there is only one, such Regular Trustee is authorized to execute
on behalf of the Trust any documents which the Regular Trustees have the power
and authority to cause the Trust to execute pursuant to Section 3.6, provided,
that the registration statement referred to in Section 3.6, including any
amendments thereto, shall be signed by a majority of the Regular Trustees.

     (d) A Regular Trustee may, by power of attorney consistent with applicable
law, delegate to any other natural person over the age of 21 his or her power
for the purposes of signing any documents which the Regular Trustees have power
and authority to cause the Trust to execute pursuant to Section 3.6.

Section 3.5    Title to Property of the Trust.

     Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

Section 3.6    Powers and Duties of the Regular Trustees.

     The Regular Trustees shall have the exclusive power, duty and authority to
cause the Trust to engage in the following activities:

     (a) to issue and sell the Exchangeable Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Exchangeable Preferred Securities and
no more than one series of Common Securities, and, provided further, that there
shall be no interests in the Trust other than the Securities, and the issuance
of Securities shall be limited to a simultaneous issuance of both Exchangeable
Preferred Securities and Common Securities on the Closing Date and, to the
extent applicable, on any Date of Delivery (as defined in the Purchase
Agreement);

     (b) in connection with the issue and sale of the Exchangeable Preferred
Securities, at the direction of the Sponsor, to:

          (i) execute, if necessary, an offering memorandum (the "Offering
     Memorandum") in preliminary and final form prepared by the Sponsor in
     relation to the offering and sale of the Exchangeable Preferred Securities
     to qualified institutional buyers in reliance on Rule 144A under the
     Securities Act and outside the United States to

                                       18



     non-U.S. persons in offshore transactions in reliance on Regulation S under
     the Securities Act and to execute and file with the Commission on behalf of
     the Trust a registration statement on Form F-3 or on another appropriate
     form prepared by the Sponsor, including any pre-effective or post-effective
     amendments thereto, relating to the registration under the Securities Act
     of the Exchangeable Preferred Securities pursuant to the Registration
     Rights Agreement;

          (ii) execute and file any documents prepared by the Sponsor, or take
     any acts as determined by the Sponsor to be necessary in order to qualify
     or register all or part of the Exchangeable Preferred Securities in any
     State or foreign jurisdiction in which the Sponsor has determined to
     qualify or register such Exchangeable Preferred Securities for sale;

          (iii) execute and file an application, prepared by the Sponsor, to the
     PORTAL Market and, at such time as determined by the Sponsor;

          (iv) execute and deliver letters, documents or instruments with The
     Depository Trust Company relating to the Exchangeable Preferred Securities;
     and

          (v) execute and enter into the Purchase Agreement, the Registration
     Rights Agreement and any Common Securities purchase agreement and other
     related agreements providing for the sale of the Exchangeable Preferred
     Securities or the Common Securities;

     (c) to acquire the Debentures with the proceeds of the sale of the
Exchangeable Preferred Securities and the Common Securities; provided, however,
that the Regular Trustees shall cause legal title to the Debentures to be held
of record in the name of the Property Trustee for the benefit of the Holders of
the Exchangeable Preferred Securities and the Holders of Common Securities;

     (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Tax Event; provided, that the Regular Trustees shall consult
with the Sponsor and the Property Trustee before taking or refraining from
taking any ministerial action, such as filing a form or making an election, or
pursuing some other similar measure which in the sole judgment of the Sponsor,
has or will cause no adverse effect on the Trust, the Sponsor or the Holders of
the Securities and will involve no material cost in relation to a Tax Event;

     (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Exchangeable Preferred Securities and Holders of
Common Securities as to such actions and applicable record dates;

                                       19



     (f) to take all actions and perform such duties as may be required of the
Regular Trustees pursuant to the terms of the Securities, the Purchase Agreement
and the Registration Rights Agreement;

     (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

     (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

     (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

     (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Regular Trustee;

     (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

     (l) to act as, or appoint another Person to act as, registrar and transfer
agent for the Securities;

     (m) to give prompt written notice to the Holders of the Securities of any
notice received from the Debenture Issuer of the deferral of payments of
interest on the Debentures on account of the Debenture Issuer's extending the
interest payment period on the Debentures under the Indenture;

     (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Exchangeable Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

     (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Regular Trustees determine in their discretion to be
necessary or desirable in carrying out the activities of the Trust as set out in
this Section 3.6, including, but not limited to:

          (i) causing the Trust not to be deemed to be an Investment Company
     required to be registered under the Investment Company Act;

                                       20



          (ii) causing the Trust to be classified for United States federal
     income tax purposes as a grantor trust; and

          (iii) cooperating with the Debenture Issuer to ensure that (x) the
     Debentures will be treated as indebtedness of the Debenture Issuer for
     United States federal income tax purposes and (y) the Trust is classified
     for United States federal income tax purposes as a grantor trust;

     provided, that any such action does not adversely affect the interests of
     Holders;

     (p) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Regular Trustees, on behalf of the Trust;
and

     (q) to execute all documents or instruments, perform all duties and powers,
and do all things for and on behalf of the Trust in all matters necessary or
incidental to the foregoing.

     The Regular Trustees must exercise the powers set forth in this Section 3.6
in a manner that is consistent with the purposes and functions of the Trust set
out in Section 3.3, and the Regular Trustees shall not take any action that is
inconsistent with the purposes and functions of the Trust set forth in Section
3.3.

     Subject to this Section 3.6, the Regular Trustees shall have none of the
powers or the authority of the Property Trustee set forth in Section 3.8.

     Any expenses incurred by the Regular Trustees pursuant to this Section 3.6
shall be reimbursed by the Sponsor and News Corporation.

Section 3.7    Prohibition of Actions by the Trust and the Trustees.

     (a) The Trust shall not, and the Trustees (including the Property Trustee)
shall not, engage in any activity other than as required or authorized by this
Declaration. In particular, the Trust shall not and the Trustees (including the
Property Trustee) shall cause the Trust not to:

          (i) invest any proceeds received by the Trust from holding the
     Debentures, but shall distribute all such proceeds to Holders of Securities
     pursuant to the terms of this Declaration and of the Securities;

          (ii) acquire any assets other than as expressly provided herein;

          (iii) possess Trust property for other than a Trust purpose;

                                       21



          (iv) make any loans or incur any indebtedness other than loans
     represented by the Debentures;

          (v) possess any power or otherwise act in such a way as to vary the
     Trust assets or the terms of the Securities in any way whatsoever;

          (vi) issue any securities or other evidences of beneficial ownership
     of, or beneficial interest in, the Trust other than the Securities; or

          (vii) other than as provided in this Declaration or Annex I hereto,
     (A) direct the time, method and place of exercising any trust or power
     conferred upon the Debenture Trustee with respect to the Debentures, (B)
     waive any past default that is waivable under the Indenture, (C) exercise
     any right to rescind or annul any declaration that the principal of all the
     Debentures shall be due and payable or (D) consent to any amendment,
     modification or termination of the Indenture or the Debentures where such
     consent shall be required unless the Trust shall have received an opinion
     of nationally recognized independent tax counsel experienced in such
     matters to the effect that such modification will not cause more than an
     insubstantial risk that (x) the Trust will be deemed an Investment Company
     required to be registered under the Investment Company Act or (y) for
     United States federal income tax purposes the Trust will not be classified
     as a grantor trust.

Section 3.8    Powers and Duties of the Property Trustee.

     (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Holders of
the Securities. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

     (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Regular Trustees or to the Delaware Trustee (if the
Property Trustee does not also act as Delaware Trustee).

     (c) The Property Trustee shall:

          (i) establish and maintain a segregated non-interest bearing trust
     account (the "Property Trustee Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Holders of the
     Securities and, upon the receipt of payments of funds made in respect of
     the Debentures held by the Property Trustee, deposit such funds into the
     Property Trustee Account and make payments to the Holders of the
     Exchangeable Preferred Securities and Holders of the Common Securities

                                       22



     from the Property Trustee Account in accordance with Section 6.1. Funds in
     the Property Trustee Account shall be held uninvested until disbursed in
     accordance with this Declaration. The Property Trustee Account shall be an
     account that is maintained with a banking institution the rating on whose
     long-term unsecured indebtedness is at least equal to the rating assigned
     to the Exchangeable Preferred Securities by a "nationally recognized
     statistical rating organization," as that term is defined for purposes of
     Rule 436(g)(2) under the Securities Act;

          (ii) engage in such ministerial activities as so directed and as shall
     be necessary or appropriate to effect the redemption of the Exchangeable
     Preferred Securities and the Common Securities to the extent the Debentures
     are redeemed or mature; and

          (iii) upon written notice of distribution issued by the Regular
     Trustees in accordance with the terms of the Securities, engage in such
     ministerial activities as so directed and as shall be necessary or
     appropriate to effect the distribution of the Debentures to Holders of
     Securities upon the occurrence of certain special events (as may be defined
     in the terms of the Securities) arising from a change in law or a change in
     legal interpretation or other specified circumstances pursuant to the terms
     of the Securities.

     (d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
the Securities.

     (e) The Property Trustee shall take any Legal Action which arises out of or
in connection with an Event of Default of which a Responsible Officer of the
Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act.

     (f) The Property Trustee shall not resign as a Trustee unless either:

          (i) the Trust has been completely liquidated and the proceeds of the
     liquidation distributed to the Holders of Securities pursuant to the terms
     of the Securities; or

          (ii) a Successor Property Trustee has been appointed and has accepted
     that appointment in accordance with Section 5.6.

     (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default on the Debentures actually known to a Responsible Officer
of the Property Trustee occurs and is continuing, the Property Trustee shall,
for the benefit of Holders of the Securities, enforce its rights as holder of
the Debentures subject to the rights of the Holders pursuant to the terms of
such Securities.

                                       23



     (h) The Property Trustee will act as Paying Agent and Registrar in both
London and New York to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Property Trustee at any time and a successor
Paying Agent or additional Paying Agents may be appointed at any time by the
Property Trustee.

     (i) Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Regular Trustees set
forth in Section 3.6.

     The Property Trustee shall exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Property Trustee shall not take any action that
is inconsistent with the purposes and functions of the Trust set out in Section
3.3.

Section 3.9    Certain Duties and Responsibilities of the Property Trustee.

     (a) The Property Trustee, before the occurrence of any Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and no implied covenants shall be read into this Declaration against
the Property Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.6) of which a Responsible Officer of
the Property Trustee has actual knowledge, the Property Trustee shall exercise
such of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.

     (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Property Trustee shall be
          determined solely by the express provisions of this Declaration and
          the Property Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Declaration, and no implied covenants or obligations shall be read
          into this Declaration against the Property Trustee; and

               (B) in the absence of bad faith on the part of the Property
          Trustee, the Property Trustee may conclusively rely, as to the truth
          of the

                                       24



          statements and the correctness of the opinions expressed therein, upon
          any certificates or opinions furnished to the Property Trustee and
          conforming to the requirements of this Declaration; but in the case of
          any such certificates or opinions that by any provision hereof are
          specifically required to be furnished to the Property Trustee, the
          Property Trustee shall be under a duty to examine the same to
          determine whether or not they conform to the requirements of this
          Declaration (but shall not be required to confirm the mathematical
          accuracy thereof);

          (ii) the Property Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

          (iii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in Stated
     Liquidation Amount of the Securities relating to the time, method and place
     of conducting any proceeding for any remedy available to the Property
     Trustee, or exercising any trust or power conferred upon the Property
     Trustee under this Declaration;

          (iv) no provision of this Declaration shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Declaration or indemnity
     reasonably satisfactory to the Property Trustee against such risk or
     liability is not reasonably assured to it;

          (v) the Property Trustee's sole duty with respect to the custody, safe
     keeping and physical preservation of the Debentures and the Property
     Trustee Account shall be to deal with such property in a similar manner as
     the Property Trustee deals with similar property for its own account,
     subject to the protections and limitations on liability afforded to the
     Property Trustee under this Declaration and the Trust Indenture Act;

          (vi) the Property Trustee shall have no duty or liability for or with
     respect to the value, genuineness, existence or sufficiency of the
     Debentures or the payment of any taxes or assessments levied thereon or in
     connection therewith;

          (vii) the Property Trustee shall not be liable for any interest on any
     money received by it except as it may otherwise agree in writing with the
     Sponsor. Money held by the Property Trustee need not be segregated from
     other funds held by it except in relation to the Property Trustee Account
     maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except
     to the extent otherwise required by law; and

                                       25



          (viii) the Property Trustee shall not be responsible for monitoring
     the compliance by the Regular Trustees or the Sponsor with their respective
     duties under this Declaration, nor shall the Property Trustee be liable for
     any default or misconduct of the Regular Trustees or the Sponsor.

Section 3.10   Certain Rights of Property Trustee.

     (a) Subject to the provisions of Section 3.9:

          (i) the Property Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document (whether in original or facsimile
     form) reasonably believed by it to be genuine and to have been signed, sent
     or presented by the proper party or parties;

          (ii) any direction or act of the Sponsor or the Regular Trustees
     contemplated by this Declaration shall be sufficiently evidenced by an
     Officers' Certificate;

          (iii) whenever in the administration of this Declaration, the Property
     Trustee shall deem it desirable that a matter be proved or established
     before taking, suffering or omitting any action hereunder, the Property
     Trustee (unless other evidence is herein specifically prescribed) may, in
     the absence of bad faith on its part, request and rely upon an Officers'
     Certificate which, upon receipt of such request, shall be promptly
     delivered by the Sponsor or the Regular Trustees;

          (iv) the Property Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (including any financing or
     continuation statement or any filing under tax or securities laws) or any
     rerecording, refiling or registration thereof;

          (v) the Property Trustee may consult with counsel of its choice or
     other experts and the advice or opinion of such counsel and experts with
     respect to legal matters or advice within the scope of such experts' area
     of expertise shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in accordance with such advice or opinion, such counsel may be
     counsel to the Sponsor or any of its Affiliates, and may include any of its
     employees. The Property Trustee shall have the right at any time to seek
     instructions concerning the administration of this Declaration from any
     court of competent jurisdiction;

                                       26



          (vi) the Property Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Declaration at the request or
     direction of any Holder, unless such Holder shall have provided to the
     Property Trustee adequate security and indemnity, reasonably satisfactory
     to the Property Trustee, against the costs, expenses (including attorneys'
     fees and expenses and the expenses of the Property Trustee's agents,
     nominees or custodians) and liabilities that might be incurred by it in
     complying with such request or direction, including such reasonable
     advances as may be requested by the Property Trustee provided, that,
     nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the
     Property Trustee, upon the occurrence of an Event of Default, of its
     obligation to exercise the rights and powers vested in it by this
     Declaration;

          (vii) the Property Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, security, bond, debenture, note, other evidence
     of indebtedness or other paper or document, but the Property Trustee, in
     its discretion, may make such further inquiry or investigation into such
     facts or matters as it may see fit at the expense of the Sponsor and shall
     not incur liability of any kind in connection with any such inquiry or
     investigation;

          (viii) the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys and the Property Trustee shall not be responsible for
     any misconduct or negligence on the part of any agent or attorney appointed
     with due care by it hereunder;

          (ix) any action taken by the Property Trustee or its agents hereunder
     shall bind the Trust and the Holders of the Securities, and the signature
     of the Property Trustee or its agents alone shall be sufficient and
     effective to perform any such action and no third party shall be required
     to inquire as to the authority of the Property Trustee to so act or as to
     its compliance with any of the terms and provisions of this Declaration,
     both of which shall be conclusively evidenced by the Property Trustee's or
     its agent's taking such action;

          (x) whenever in the administration of this Declaration the Property
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Property Trustee (i) may request instructions from the Holders of the
     Securities which instructions may only be given by the Holders of the same
     proportion in liquidation amount of the Securities as would be entitled to
     direct the Property Trustee under the terms of the Securities in respect of
     such remedy, right or action, (ii) may refrain from enforcing such remedy
     or right or taking such other action until such instructions are received,
     and (iii) shall be protected in acting in accordance with such
     instructions;

                                       27



          (xi) except as otherwise expressly provided by this Declaration, the
     Property Trustee shall not be under any obligation to take any action that
     is discretionary under the provisions of this Declaration; and

          (xii) the Property Trustee shall not be liable for any action taken,
     suffered or omitted to be taken by it in good faith and reasonably believed
     by it to be authorized or within the discretion or rights or powers
     conferred upon it by this Declaration.

     (b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

Section 3.11   Delaware Trustee.

     Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Regular Trustees or the Property Trustee described in this Declaration. Except
as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the
Statutory Trust Act.

Section 3.12   Not Responsible for Recitals or Issuance of Securities.

     The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

Section 3.13   Duration of Trust.

     The Trust, unless terminated pursuant to the provisions of Article VIII
hereof, shall exist until March 15, 2024.

Section 3.14   Mergers.

     (a) The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other entity or body, except
as described in Section 3.14(b) and (c).

                                       28



     (b) The Trust may, with the consent of the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees and without the consent of
the Holders of the Securities, the Delaware Trustee or the Property Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State of the United States; provided, that:

          (i) if the Trust is not the survivor, such successor entity (the
     "Successor Entity") either:

               (A) expressly assumes all of the obligations of the Trust under
          the Securities; or

               (B) substitutes for the Exchangeable Preferred Securities other
          securities having substantially the same terms as the Exchangeable
          Preferred Securities (the "Successor Securities") so long as the
          Successor Securities rank the same as the Exchangeable Preferred
          Securities rank with respect to Distributions, assets and payments
          upon liquidation, redemption and otherwise;

          (ii) the Sponsor expressly appoints a trustee of the Successor Entity
     that possesses the same powers and duties as the Property Trustee as the
     Holder of the Debentures;

          (iii) the Preferred Securities or any Successor Securities are listed,
     or any Successor Securities will be listed upon notification of issuance,
     on any national securities exchange or with another organization on which
     the Exchangeable Preferred Securities are then listed or quoted;

          (iv) such merger, consolidation, amalgamation or replacement does not
     cause the Exchangeable Preferred Securities (including any Successor
     Securities) to be downgraded by any nationally recognized statistical
     rating organization;

          (v) such merger, consolidation, amalgamation or replacement does not
     adversely affect the rights, preferences and privileges of the Holders of
     the Exchangeable Preferred Securities (including any Successor Securities)
     in any material respect;

          (vi) such Successor Entity has a purpose substantially identical to
     that of the Trust;

          (vii) News Corporation or any permitted successor or assignee
     continues to own, directly or indirectly, 100% of the Common Securities and
     guarantees the obligations of such Successor Entity under the Successor
     Securities at least to the extent provided by the Exchangeable Preferred
     Securities Guarantee; and

                                       29



          (viii) prior to such merger, consolidation, amalgamation or
     replacement, the Sponsor has received an opinion of a nationally recognized
     independent counsel to the Trust reasonably acceptable to the Property
     Trustee and experienced in such matters to the effect that:


               (A) such merger, consolidation, amalgamation or replacement will
          not adversely affect the rights, preferences and privileges of the
          Holders of the Securities (including any Successor Securities) in any
          material respect (other than with respect to any dilution of the
          Holders' interest in the new entity);

               (B) following such merger, consolidation, amalgamation or
          replacement, neither the Trust nor the Successor Entity will be
          required to register as an Investment Company; and

               (C) following such merger, consolidation, amalgamation or
          replacement, the Trust (or the Successor Entity) will be treated as a
          grantor trust for United States federal income tax purposes.

     (c) Notwithstanding Section 3.14(b), the Trust shall not, except with the
consent of Holders of 100% in stated liquidation amount of the Common
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if, in the opinion of a nationally recognized independent
tax counsel experienced in such matters, such consolidation, amalgamation,
merger or replacement would cause the Trust or Successor Entity to be classified
as other than a grantor trust for United States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

Section 4.1    Sponsor's Purchase of Common Securities.

     On the Closing Date, the Sponsor will purchase all of the Common Securities
issued by the Trust, for an amount at least equal to 1% of the capital of the
Trust, at the same time as the Exchangeable Preferred Securities are sold.

Section 4.2    Responsibilities of the Sponsor.

     In connection with the issuance and sale of the Exchangeable Preferred
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:

     (a) to prepare the Offering Memorandum and to prepare for filing by the
Trust with the Commission a registration statement on Form F-3 or on another
appropriate form, including any pre-effective or post-effective amendments
thereto, relating to the registration under the Securities Act of the
Exchangeable Preferred Securities;

                                       30



     (b) to determine the States and foreign jurisdictions in which to take
appropriate action to qualify or register for sale all or part of the
Exchangeable Preferred Securities and to do any and all such acts, other than
actions that must be taken by the Trust, and advise the Trust of actions it must
take, and prepare for execution and filing any documents to be executed and
filed by the Trust, as the Sponsor deems necessary or advisable in order to
comply with the applicable laws of any such States and foreign jurisdictions;

     (c) to prepare for filing by the Trust an application to list the
Exchangeable Preferred Securities on the PORTAL Market;

     (d) to negotiate the terms of the Purchase Agreement, the Registration
Rights Agreement and any Common Securities purchase agreement and other related
agreements providing for the sale of the Exchangeable Preferred Securities or
the Common Securities.

Section 4.3    Right to Proceed.

     The Sponsor acknowledges the rights of the Holders of Exchangeable
Preferred Securities, in the circumstances set out in Annex I, to institute a
proceeding directly against the Company for enforcement of their obligations on
the Debentures.

                                    ARTICLE V
                                    TRUSTEES

Section 5.1    Number of Trustees.

     The number of Trustees shall initially be three (3), and:

     (a) at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

     (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a majority in stated
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities,

provided, however, that the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, the Delaware Trustee, in the
case of a natural person, shall be a person who is a resident of the State of
Delaware or that, if not a natural person, is an entity which has its principal
place of business in the State of Delaware; (2) there shall be at least one
Regular Trustee who is an employee or officer of, or is affiliated with the
Sponsor; and (3) one Trustee shall be the Property Trustee for so long as this
Declaration is required to qualify as an indenture under the Trust Indenture
Act, and such Trustee may also serve as Delaware Trustee if it meets the
applicable requirements.

                                       31



Section 5.2    Delaware Trustee.

     If required by the Statutory Trust Act, one Trustee (the "Delaware
Trustee") shall be:

     (a) a natural person who is a resident of the State of Delaware; or

     (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law,

provided, that if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application.

Section 5.3    Property Trustee; Eligibility.

     (a) There shall at all times be one Trustee which shall act as Property
Trustee which shall:

          (i) not be an Affiliate of the Sponsor;

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Commission to act as an institutional trustee under the Trust Indenture
     Act, authorized under such laws to exercise corporate trust powers, having
     a combined capital and surplus of at least 50 million U.S. dollars
     ($50,000,000), and subject to supervision or examination by Federal, State,
     Territorial or District of Columbia authority. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then for the purposes of this Section 5.3(a)(ii), the combined capital and
     surplus of such corporation shall be deemed to be its combined capital and
     surplus as set forth in its most recent report of condition so published;
     and

          (iii) if the Trust is excluded from the definition of an Investment
     Company solely by means of Rule 3a-5 and to the extent Rule 3a-5 requires a
     trustee having certain qualifications to hold title to the "eligible
     assets" of the Trust, the Property Trustee shall possess those
     qualifications.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall promptly resign in the
manner and with the effect set forth in Section 5.6(d).

     (c) If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Property
Trustee and the Holder

                                       32



of the Common Securities (as if it were the obligor referred to in Section
310(b) of the Trust Indenture Act) shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

     (d) The Preferred Securities Guarantee shall be deemed to be specifically
described in this Declaration for purposes of clause (i) of the first provision
contained in Section 310(b) of the Trust Indenture Act.

     (e) The initial Property Trustee shall be set forth in Section 5.5 hereof.

Section 5.4    Qualifications of Regular Trustees and Delaware Trustee
               Generally.

     Each Regular Trustee and the Delaware Trustee (unless the Property Trustee
also acts as Delaware Trustee) shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more Authorized
Officers.

Section 5.5    Initial Trustees.

     (a) The initial Regular Trustees shall be:

               Arthur M. Siskind
               David F. DeVoe
               Paula M. Wardynski
               c/o News America Incorporated
               1211 Avenue of the Americas
               New York, NY  10036

     The initial Delaware Trustee shall be:

               The Bank of New York
               700 White Clay Centre
               Route 273
               Newark, Delaware  19711

     The initial Property Trustee shall be:

               The Bank of New York
               101 Barclay Street, Fl. 8W
               New York, New York  10286
               Attention:  Corporate Trust Administration

Section 5.6    Appointment, Removal and Resignation of Trustees.

     (a) Subject to Section 5.6(b), Trustees may be appointed or removed without
cause at any time:

                                       33



          (i) until the issuance of any Securities, by written instrument
     executed by the Sponsor; and

          (ii) after the issuance of any Securities, by vote of the Holders of a
     majority in stated liquidation amount of the Common Securities voting as a
     class at a meeting of the Holders of the Common Securities.

     (b) The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 5.6(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 5.3 (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor.

     (c) The Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 5.6(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Regular Trustees and the Sponsor.

     (d) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the Sponsor
and the Trust, which resignation shall take effect upon such delivery or upon
such later date as is specified therein; provided, however, that:

          (i) No such resignation of the Trustee that acts as the Property
     Trustee shall be effective:

               (A) until a Successor Property Trustee has been appointed and has
          accepted such appointment by instrument executed by such Successor
          Property Trustee and delivered to the Trust, the Sponsor and the
          resigning Property Trustee; or

               (B) until the assets of the Trust have been completely liquidated
          and the proceeds thereof distributed to the holders of the Securities;
          and

          (ii) no such resignation of the Trustee that acts as the Delaware
     Trustee shall be effective until a Successor Delaware Trustee has been
     appointed and has accepted such appointment by instrument executed by such
     Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
     resigning Delaware Trustee.

     (e) The Holders of the Common Securities shall use their best efforts to
promptly appoint a Successor Property Trustee or Successor Delaware Trustee as
the case may

                                       34



be if the Property Trustee or the Delaware Trustee delivers an instrument of
resignation in accordance with this Section 5.6.

     (f) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.6
within 30 days after delivery pursuant to this Section 5.6 of an instrument of
resignation or removal, the Property Trustee or Delaware Trustee resigning or
being removed, as applicable, may petition at the expense of the Sponsor any
court of competent jurisdiction for appointment of a Successor Property Trustee
or Successor Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper and prescribe, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

     (g) No Property Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

Section 5.7    Vacancies among Trustees.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

Section 5.8    Effect of Vacancies.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 5.6, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

Section 5.9    Meetings.

     If there is more than one Regular Trustee, meetings of the Regular Trustees
shall be held from time to time upon the call of any Regular Trustee. Regular
meetings of the Regular Trustees may be held at a time and place fixed by
resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any

                                       35



committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24
hours before a meeting. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person
or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened. Unless provided
otherwise in this Declaration, any action of the Regular Trustees may be taken
at a meeting by vote of a majority of the Regular Trustees present (whether in
person or by telephone) and eligible to vote with respect to such matter,
provided that a Quorum is present, or without a meeting by the unanimous written
consent of the Regular Trustees. In the event there is only one Regular Trustee,
any and all action of such Regular Trustee shall be evidenced by a written
consent of such Regular Trustee.

Section 5.10   Delegation of Power.

     (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

     (b) the Regular Trustees shall have power to delegate from time to time to
such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary to
the provisions of the Trust, as set forth herein.

Section 5.11   Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Property Trustee or the Delaware Trustee, as
the case may be, may be merged or converted or with which either may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                       36



                                   ARTICLE VI
                                  DISTRIBUTIONS

Section 6.1    Distributions.

     Distributions shall be made on the Exchangeable Preferred Securities and
the Common Securities in accordance with the preferences set forth in their
respective terms. If and to the extent that the Debenture Issuer makes a payment
of principal of, premium, if any, or interest, if any, (excluding Additional
Interest, if any, which the Trust shall apply to the payment of taxes, duties,
assessments and governmental charges which gave rise to such Additional
Interest) on the Debentures held by the Property Trustee (the amount of any such
payment being a "Payment Amount"), the Property Trustee shall and is directed,
to the extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders (each day on which
Distributions are payable in accordance with this Section 6.1, a "Distribution
Payment Date").

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

Section 7.1    General Provisions Regarding Securities.

     (a) The Regular Trustees shall on behalf of the Trust issue one class of
exchangeable preferred securities, representing undivided beneficial interests
in the assets of the Trust, its 0.75% Senior Exchangeable BUCS(sm) (the
"Exchangeable Preferred Securities") having such terms (the "Terms") as are set
forth in Annex I and one class of exchangeable common securities, representing
undivided beneficial interests in the assets of the Trust (the "Common
Securities") having such terms as are set forth in Annex I. The Trust shall
issue no securities or other interests in the assets of the Trust other than the
Exchangeable Preferred Securities and the Common Securities. Any reference to
"BUCS" in any Security or any Certificate or otherwise in connection with this
Declaration shall be deemed a reference to Exchangeable Preferred Securities.
The Trust shall issue no Securities in bearer form.

     (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (c) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and
nonassessable.

     (d) Every Person, by virtue of having become a Holder or an Exchangeable
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

                                       37



     (e) The Securities shall have no preemptive rights.

Section 7.2    Execution and Authentication.

     (a) The Securities shall be signed on behalf of the Trust by a Regular
Trustee. In case any Regular Trustee of the Trust who shall have signed any of
the Securities shall cease to be such Regular Trustee before the Securities so
signed shall be delivered by the Trust, such Securities nevertheless may be
delivered as though the person who signed such Securities had not ceased to be
such Regular Trustee; and any Securities may be signed on behalf of the Trust by
such persons who, at the actual date of execution of such Security, shall be the
Regular Trustees of the Trust, although at the date of the execution and
delivery of the Declaration any such person was not such a Regular Trustee.

     (b) One Regular Trustee shall sign the Exchangeable Preferred Securities
for the Trust by manual or facsimile signature. Unless otherwise determined by
the Trust, such signature shall, in the case of Common Securities, be a manual
signature.

     (c) An Exchangeable Preferred Security shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee. The signature shall be conclusive evidence that the Exchangeable
Preferred Security has been authenticated under this Declaration. All securities
shall be dated the date of their authentication; provided, however, that each
Exchangeable Preferred Security issued hereunder shall be deemed for all
purposes of this Declaration to have been issued on March 21, 2003.

     (d) Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Exchangeable Preferred Securities for
original issue in paragraph 5 of the Securities. The aggregate number of
Exchangeable Preferred Securities outstanding at any time shall not exceed the
number set forth in the Terms in Annex I hereto except as provided in Section
7.6.

     (e) The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Exchangeable Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate.

Section 7.3    Form and Dating.

     (a) The Exchangeable Preferred Securities and the Property Trustee's
certificate of authentication shall be substantially in the form of Exhibit A-1
and the Common Securities shall be substantially in the form of Exhibit A-2,
each of which is hereby incorporated in and expressly made a part of this
Declaration. Certificates may be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by their execution thereof. The Securities may have
letters, CUSIP or

                                       38



other numbers, notations or other marks of identification or designation and
such legends or endorsements required by law, stock exchange rule, agreements to
which the Trust is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Trust). The Trust at the
direction of the Sponsor shall furnish any such legend not contained in Exhibit
A-1 to the Property Trustee in writing. Each Exchangeable Preferred Security
shall be dated the date of its authentication. The terms and provisions of the
Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent
applicable, the Property Trustee and the Sponsor, by their execution and
delivery of this Declaration, expressly agree to such terms and provisions and
to be bound thereby. All securities shall be dated the date of their
authentication.

     (b) Global Securities. The Exchangeable Preferred Securities are being
offered and sold by the Trust pursuant to a Purchase Agreement relating to the
Exchangeable Preferred Securities, dated March 18, 2003 , among, inter alia, the
Trust, the Sponsor, News Corporation and Initial Purchasers (as defined therein)
(the "Purchase Agreement").

     (c) The Exchangeable Preferred Securities shall be issued in the form of
one or more, permanent global Securities in definitive, fully registered form
without distribution coupons with the appropriate global legends and Restricted
Securities Legend set forth in Exhibit A-1 hereto (a "Restricted Global
Exchangeable Preferred Security"), which shall be deposited on behalf of the
purchasers of the Exchangeable Preferred Securities represented thereby with the
Property Trustee, at its New York office, as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Trust and authenticated by the Property Trustee as hereinafter
provided. The number of Exchangeable Preferred Securities represented by the
Restricted Global Exchangeable Preferred Security may from time to time be
increased or decreased by adjustments made on the records of the Property
Trustee and the Depositary or its nominee as hereinafter provided.

     (d) Book-Entry Provisions. This Section 7.3(b) shall apply only to the
Restricted Global Exchangeable Preferred Securities and such other Exchangeable
Preferred Securities in global form as may be authorized by the Trust to be
deposited with or on behalf of the Depositary.

     (e) The Trust shall execute and the Property Trustee shall, in accordance
with this Section 7.3, authenticate and make available for delivery initially
one or more Restricted Global Exchangeable Preferred Securities that (a) shall
be registered in the name of Cede & Co. or other nominee of such Depositary and
(b) shall be delivered by the Property Trustee to such Depositary or pursuant to
such Depositary's written instructions or held by the Property Trustee as
custodian for the Depositary.

     (f) Members of, or participants in, the Depositary ("Participants") shall
have no rights under this Declaration with respect to any Restricted Global
Exchangeable Preferred Security held on their behalf by the Depositary or by the
Property Trustee as the custodian of the

                                       39



Depositary or under such Restricted Global Exchangeable Preferred Security, and
the Depositary may be treated by the Trust, the Property Trustee and any agent
of the Trust or the Property Trustee as the absolute owner of such Restricted
Global Exchangeable Preferred Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trust, the
Property Trustee or any agent of the Trust or the Property Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Participants, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Restricted Global
Exchangeable Preferred Security.

     (g) Definitive Exchangeable Preferred Securities. Except as provided in
Section 7.9, owners of beneficial interests in a Restricted Global Exchangeable
Preferred Security will not be entitled to receive physical delivery of
certificated Exchangeable Preferred Securities ("Definitive Exchangeable
Preferred Securities").

Section 7.4    Registrar, Paying Agent and Exchange Agent.

     (a) The Trust shall maintain in the Borough of Manhattan, the City of New
York, State of New York or in the city of London, England, as the case may be,
(i) an office or agency where Exchangeable Preferred Securities may be presented
for registration of transfer or for exchange ("Registrar"), (ii) an office or
agency where Exchangeable Preferred Securities may be presented for payment
("Paying Agent") and an office or agency where Securities may be presented for
exchange ("Exchange Agent"). The Registrar shall keep a register (the "Security
Register") of the Exchangeable Preferred Securities and of their transfer and
exchange. The Trust may appoint the Registrar, the Paying Agent and the Exchange
Agent and may appoint one or more co-registrars, one or more additional paying
agents and one or more additional exchange agents in such other locations as it
shall determine. The term "Paying Agent" includes any additional paying agent
and the term "Exchange Agent" includes any additional exchange agent. The Trust
may change any Paying Agent, Registrar, co-registrar or Exchange Agent without
prior notice to any Holder. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Regular Trustees. The Trust
shall notify the Property Trustee of the name and address of any Agent not a
party to this Declaration. If the Trust fails to appoint or maintain another
entity as Registrar, Paying Agent or Exchange Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent,
Registrar, or Exchange Agent. The Trust shall act as Paying Agent, Registrar,
co-registrar, and Exchange Agent for the Common Securities.

     (b) The Trust initially appoints the Property Trustee as Registrar, Paying
Agent, and Exchange Agent for the Preferred Securities.

                                       40



Section 7.5    Paying Agent to Hold Money in Trust.

     The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of principal or distributions on the Securities, and will notify the
Property Trustee if there are insufficient funds. While any such insufficiency
continues, the Property Trustee may require a Paying Agent to pay all money held
by it to the Property Trustee. The Trust at any time may require a Paying Agent
to pay all money held by it to the Property Trustee and to account for any money
disbursed by it. Upon payment over to the Property Trustee, the Paying Agent (if
other than the Trust or an Affiliate of the Trust) shall have no further
liability for the money. If the Trust or the Sponsor or an Affiliate of the
Trust or the Sponsor acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

Section 7.6    Replacement Securities.

     (a) If the holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Exchangeable Preferred Securities
to the Property Trustee, the Trust shall issue and the Property Trustee shall
authenticate a replacement Security if the Property Trustee's and the Trust's
requirements, as the case may be, are met. If required by the Property Trustee
or the Trust, an indemnity bond must be sufficient in the judgment of both to
protect the Trustees, the Property Trustee, the Sponsor or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Trust may charge such Holder for its expenses in replacing a Security.

     (b) In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Sponsor pursuant to Article III hereof, the Sponsor in its discretion may,
instead of issuing a new Security, pay or purchase such Security, as the case
may be.

     (c) Every replacement Security is an additional obligation of the Trust.

Section 7.7    Outstanding Exchangeable Preferred Securities.

     (a) The Exchangeable Preferred Securities outstanding at any time are all
the Exchangeable Preferred Securities authenticated by the Property Trustee
except for those cancelled by it, those delivered to it for cancellation, and
those described in this Section as not outstanding.

     (b) If an Exchangeable Preferred Security is replaced, paid or purchased
pursuant to Section 7.6 hereof, it ceases to be outstanding unless the Property
Trustee receives

                                       41



proof satisfactory to it that the replaced, paid or purchased Preferred Security
is held by a bona fide purchaser.

     (c) If Exchangeable Preferred Securities are considered paid in accordance
with the terms of this Declaration, they cease to be outstanding and interest on
them ceases to accrue.

     (d) An Exchangeable Preferred Security does not cease to be outstanding
because one of the Trust, the Sponsor or an Affiliate of the Sponsor holds the
Security.

Section 7.8    Exchangeable Preferred Securities in Treasury.

     In determining whether the Holders of the required amount of Securities
have concurred in any direction, waiver or consent, Exchangeable Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Securities
which the Property Trustee actually knows are so owned shall be so disregarded.

Section 7.9    Temporary Securities.

     (a) Until Securities are ready for delivery, the Trust may prepare and, in
the case of the Exchangeable Preferred Securities, the Property Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of Definitive Securities but may have variations that the Trust
considers appropriate for temporary Securities. Without unreasonable delay, the
Trust shall prepare and, in the case of the Exchangeable Preferred Securities,
the Property Trustee shall authenticate Definitive Securities in exchange for
temporary Securities.

     (b) A Global Exchangeable Preferred Security deposited with the Depositary
or with the Property Trustee as custodian for the Depositary pursuant to Section
7.3 shall be transferred to the beneficial owners thereof in the form of
certificated Definitive Exchangeable Preferred Securities only if such transfer
complies with Section 9.2 and (i) the Depositary notifies the Trust and News
Corporation that it is unwilling or unable to continue as Depositary for such
Global Preferred Security or if at any time such Depositary ceases to be a
"clearing agency" registered under the Exchange Act and a successor depositary
is not appointed by the Sponsor within 90 days of such notice, or (ii) News
Corporation, at its option, notifies the Property Trustee in writing that it
elects to cause the issuance of Definitive Exchangeable Preferred Securities or
(iii) an Event of Default has occurred and is continuing and the Holders of a
Majority in stated liquidation amount of the Exchangeable Preferred Securities
elect to cause the issuance of Definitive Exchangeable Preferred Securities.

                                       42



     (c) Any Global Exchangeable Preferred Security that is transferable to the
beneficial owners thereof in the form of certificated Exchangeable Preferred
Securities pursuant to this Section 7.9 shall be surrendered by the Depositary
to the Property Trustee located in the Borough of Manhattan, The City of New
York, to be so transferred, in whole or from time to time in part, without
charge, and the Property Trustee shall authenticate and make available for
delivery, upon such transfer of each portion of such Global Exchangeable
Preferred Security, an equal aggregate liquidation amount of Securities of
authorized denominations in the form of certificated Securities. Any portion of
a Global Exchangeable Preferred Security transferred pursuant to this Section
shall be registered in such names as the Depositary shall direct. Any
Exchangeable Preferred Security in the form of certificated Exchangeable
Preferred Securities delivered in exchange for an interest in the Restricted
Global Exchangeable Preferred Security shall, except as otherwise provided by
Sections 7.3 and 9.1 bear the Restricted Securities Legend set forth in Exhibit
A-1 hereto.

     (d) Subject to the provisions of Section 7.9(c), the registered holder of a
Global Exchangeable Preferred Security may grant proxies and otherwise authorize
any person, including Participants and persons that may hold interests through
Participants, to take any action which a holder is entitled to take under this
Declaration or the Securities.

     (e) In the event of the occurrence of either of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Securities in definite, fully registered form
without interest coupons.

Section 7.10   Cancellation.

     The Trust at any time may deliver Exchangeable Preferred Securities,
including, without limitation, Exchangeable Preferred Securities held in the
name of News Corporation or any of its subsidiaries or nominees, to the Property
Trustee for cancellation. The Registrar, Paying Agent and Exchange Agent shall
forward to the Property Trustee any Exchangeable Preferred Securities
surrendered to them for registration of transfer, redemption, exchange or
payment. The Property Trustee shall promptly (i) cancel all Exchangeable
Preferred Securities surrendered for registration of transfer, redemption,
exchange, payment, replacement or cancellation, (ii) dispose of cancelled
Exchangeable Preferred Securities as the Trust directs, provided that the
Property Trustee shall not be obligated to destroy Exchangeable Preferred
Securities, (iii) transfer to the Company for cancellation Debentures having an
original principal amount equal to the original liquidation amount of the
cancelled Exchangeable Preferred Securities and (iv) cancel such number of
Common Securities as will result in the Common Securities remaining outstanding
representing 1% of the remaining capital of the Trust and return the stated
liquidation amount thereof to the Company or its designee (unless the Company
shall advise the Property Trustee to cancel a lesser number of Common
Securities). The Trust may not issue new Exchangeable Preferred Securities to
replace Exchangeable Preferred Securities that it has paid or that have been
delivered to the Property Trustee for cancellation or that any holder has
exchanged.

                                       43



                                  ARTICLE VIII
                              TERMINATION OF TRUST

Section 8.1    Termination of Trust.

     (a) The Trust shall dissolve:

          (i) upon the bankruptcy of the Sponsor or News Corporation;

          (ii) upon the filing of a certificate of dissolution or its equivalent
     with respect to the Sponsor or News Corporation; the consent of at least a
     Majority in Stated Liquidation Amount of the Securities, voting together as
     a single class, to file a certificate of cancellation with respect to the
     Trust, or the revocation of the charter of the Sponsor or News Corporation
     and the expiration of 90 days after the date of revocation without a
     reinstatement thereof;

          (iii) upon the entry of a decree of judicial dissolution of the
     Sponsor or News Corporation or the Trust;

          (iv) when all of the Debentures shall have been exchanged or called
     for redemption and the amounts necessary for redemption thereof, including
     any Additional Interest, or Registration Interest shall have been paid to
     the Property Trustee and the Property Trustee shall have redeemed the
     Securities in accordance with the terms of the Securities;

          (v) upon the occurrence and continuation of a Tax Event pursuant to
     which the Trust shall have been dissolved in accordance with the terms of
     the Securities and all of the Debentures shall have been distributed to the
     Holders of Securities in exchange for all of the Securities;

          (vi) before the issuance of any Securities, with the consent of all
     the Regular Trustees and the Sponsor;

          (vii) upon the repayment of the Debentures or at such time as no
     Debentures are outstanding;

          (viii) upon written direction to the Property Trustee by News America
     to dissolve the Trust; or

          (ix) upon the expiration of the term of the Trust on March 15, 2024.

     (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a) and upon the completion of the winding up and liquidation of
the Trust, the Trustees (each of which is hereby authorized to take such action)
shall file a certificate of

                                       44



cancellation with the Secretary of State of the State of Delaware terminating
the Trust and, upon such filing, the respective obligations and responsibilities
of the Trustees and the Trust created and continued hereby shall terminate.

     (c) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                             TRANSFERS AND EXCHANGE

Section 9.1    General.

     (a) Where Exchangeable Preferred Securities are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for
an equal number of Exchangeable Preferred Securities represented by different
certificates, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trust shall issue and the Property Trustee shall
authenticate Exchangeable Preferred Securities at the Registrar's request.

     (b) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in the terms of
the Securities. Any transfer or purported transfer of any Security not made in
accordance with this Declaration shall be null and void.

     (c) Subject to this Article IX, the Sponsor and any Related Party may only
transfer Common Securities to the Sponsor or a Related Party; provided, that any
such transfer is subject to the condition precedent that the transferor obtain
for delivery to the Trust and the Property Trustee the written opinion of
nationally recognized independent counsel experienced in such matters that such
transfer would not cause more than an insubstantial risk that:

          (i) the Trust would not be classified for United States federal income
     tax purposes as a grantor trust; and

          (ii) the Trust would be an Investment Company or the transferee would
     become an Investment Company.

     (d) The Regular Trustees shall provide for the registration of Securities
and of the transfer of Securities, which will be effected without charge but
only upon payment (with such indemnity as the Regular Trustees may require) in
respect of any tax or other governmental charges that may be imposed in relation
to it. Upon surrender for registration of transfer of any Securities, the
Regular Trustees shall cause one or more new Securities to be issued in the name
of the designated transferee or transferees. Every Security surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such Holder's attorney duly authorized in writing. Each

                                       45



Security surrendered for registration of transfer shall be cancelled by the
Regular Trustees. A transferee of a Security shall be entitled to the rights and
subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Security. By acceptance of a Security, each transferee shall be
deemed to have agreed to be bound by this Declaration.

Section 9.2    Transfer Procedures and Restrictions.

     (a) General. Except as otherwise provided herein, if Exchangeable Preferred
Securities are issued upon the transfer, exchange or replacement of Exchangeable
Preferred Securities bearing the Restricted Securities Legend, or if a request
is made to remove such Restricted Securities Legend on Exchangeable Preferred
Securities, the Exchangeable Preferred Securities so issued shall bear the
Restricted Securities Legend, or the Restricted Securities Legend shall not be
removed, as the case may be, unless there is delivered to the Trust and the
Property Trustee such satisfactory evidence, which shall include an opinion of
counsel licensed to practice law in the State of New York, as may be reasonably
required by the Company, that neither the legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities
Act or, with respect to Restricted Securities, that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision of such satisfactory evidence, the Property Trustee, at the written
direction of the Trust, shall authenticate and deliver Exchangeable Preferred
Securities that do not bear the Restricted Securities Legend.

     (b) Transfers Under Effective Shelf Registration Statement. After the
effectiveness of a shelf registration statement for any Exchangeable Preferred
Securities, all requirements pertaining to legends on such Exchangeable
Preferred Securities will cease to apply, and beneficial interests in an
Exchangeable Preferred Security in global form without legends will be available
to transferees of such Exchangeable Preferred Securities, upon exchange of the
transferring Holder's Restricted Definitive Exchangeable Preferred Securities or
directions to transfer such Holder's beneficial interest in the Restricted
Global Exchangeable Preferred Security, as the case may be. No such transfer or
exchange of a Restricted Exchangeable Preferred Security or interest therein
shall be effective unless the transferor delivers to the Trust a certificate in
a form substantially similar to that attached hereto as the "Form of Assignment"
in Exhibit A-1 as to compliance by such person with the provisions of the
Registration Rights Agreement applicable thereto. After the effectiveness of a
Registration Statement, the Trust shall issue and the Property Trustee, upon
written order of the Trust signed by one Regular Trustee, shall authenticate an
Exchangeable Preferred Security in global form without the Restricted Securities
Legend (the "Global Exchangeable Preferred Security") to deposit with the
Depositary to evidence transfers of beneficial interests in the Restricted
Global Exchangeable Preferred Securities and of Restricted Definitive
Exchangeable Preferred Securities.

     (c) Transfer and Exchange of Definitive Exchangeable Preferred Securities.
When Definitive Exchangeable Preferred Securities are presented to the Registrar
or co-registrar

                                       46



(x) to register the transfer of such Definitive Exchangeable Preferred
Securities or (y) to exchange such Definitive Exchangeable Preferred Securities
which became mutilated, destroyed, defaced, stolen or lost, for an equal number
of Definitive Exchangeable Preferred Securities, the Registrar or co-registrar
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the
Definitive Exchangeable Preferred Securities surrendered for transfer or
exchange:

          (i) shall be duly endorsed or accompanied by a written instrument of
     transfer in form reasonably satisfactory to the Trust and the Registrar or
     co-registrar, duly executed by the Holder thereof or his attorney duly
     authorized in writing; and

          (ii) in the case of Definitive Exchangeable Preferred Securities that
     are Restricted Definitive Exchangeable Preferred Securities:

               (A) if such Restricted Definitive Exchangeable Preferred
          Securities are being delivered to the Registrar by a Holder for
          registration in the name of such Holder, without transfer, a
          certification from such Holder to that effect; or

               (B) if such Restricted Definitive Exchangeable Preferred
          Securities are being transferred a certification and any other
          evidence reasonably satisfactory to the Trust and Registrar as to the
          compliance with the restrictions set forth in the Restricted
          Securities Legend.

If Definitive Exchangeable Preferred Securities are issued, the Sponsor and
Trustees shall adopt procedures from time to time governing the transfer and
exchange of such securities.

     (d) [Intentionally left blank]

     (e) Transfer and Exchange of Global Exchangeable Preferred Securities. The
transfer and exchange of Global Exchangeable Preferred Securities or beneficial
interests therein shall be effected through the Depositary, in accordance with
this Declaration (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Depositary therefor.

     (f) [Intentionally left blank]

     (g) Restrictions on Transfer and Exchange of Global Exchangeable Preferred
Securities. Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in subsection (i) of this Section 9.2, a Global
Exchangeable Preferred Security may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.

                                       47



     (h) [Intentionally left blank]

     (i) Legend.

          (i) Except as permitted by the following paragraph (ii), each
     Exchangeable Preferred Security certificate evidencing the Global
     Exchangeable Preferred Securities and the Definitive Exchangeable Preferred
     Securities (and all Exchangeable Preferred Securities issued in exchange
     therefor or substitution thereof) shall bear a legend (the "Restricted
     Securities Legend") in substantially the following form:

     THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
     INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
     ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
     OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
     IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
     OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
     ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
     INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
     THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904
     OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE
     DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
     PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY
     SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL
     ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE
     LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
     THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
     AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
     LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
     OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE NEWS
     CORPORATION LIMITED OR NEWS AMERICA INCORPORATED, (B) PURSUANT TO
     A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
     THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
     ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
     DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
     ITS OWN ACCOUNT OR FOR

                                  48



     THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
     GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
     (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
     OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
     UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
     SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
     THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER
     AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
     OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO
     REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
     AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II)
     IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION
     OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
     SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
     TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
     HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
     HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND
     "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT.

          (ii) Upon any sale or transfer of a Restricted Exchangeable Preferred
     Security (including any Restricted Exchangeable Preferred Security
     represented by a Global Exchangeable Preferred Security) after such
     Restricted Exchangeable Preferred Security is no longer "restricted" within
     the meaning of Rule 144 under the Securities Act or pursuant to an
     effective registration statement under the Securities Act:

               (A) in the case of any Restricted Exchangeable Preferred Security
          that is a Definitive Exchangeable Preferred Security, the Registrar
          shall permit the Holder thereof to exchange such Restricted
          Exchangeable Preferred Security for a Definitive Exchangeable
          Preferred Security that does not bear the Restricted Securities Legend
          and rescind any restriction on the transfer of such Restricted
          Exchangeable Preferred Security; and

               (B) in the case of any Restricted Exchangeable Preferred Security
          that is represented by a Global Exchangeable Preferred Security, the
          Registrar shall permit the Holder thereof to exchange such Restricted
          Exchangeable Preferred Security for another Global Exchangeable
          Preferred Security that does not bear the Restricted Securities
          Legend.

                                       49



     (j) Cancellation or Adjustment of Global Exchangeable Preferred Security.
At such time as all beneficial interests in a Global Exchangeable Preferred
Security have either been exchanged for Definitive Exchangeable Preferred
Securities to the extent permitted by this Declaration or redeemed, repurchased
or cancelled in accordance with the terms of this Declaration, such Global
Exchangeable Preferred Security shall be returned to the Depositary for
cancellation or retained and cancelled by the Property Trustee. At any time
prior to such cancellation, if any beneficial interest in a Global Exchangeable
Preferred Security is exchanged for Definitive Exchangeable Preferred
Securities, Exchangeable Preferred Securities represented by such Global
Exchangeable Preferred Security shall be reduced and an adjustment shall be made
on the books and records of the Property Trustee (if it is then the custodian
for such Global Exchangeable Preferred Security) with respect to such Global
Exchangeable Preferred Security, by the Property Trustee or the custodian, to
reflect such reduction.

     (k) Obligations with Respect to Transfers and Exchanges of Exchangeable
Preferred Securities.

          (i) To permit registrations of transfers and exchanges, the Trust
     shall execute and the Property Trustee shall authenticate Definitive
     Exchangeable Preferred Securities and Global Exchangeable Preferred
     Securities at the Registrar's or co-registrar's request.

          (ii) Registrations of transfers or exchanges will be effected without
     charge, but only upon payment (with such indemnity as the Trust or the
     Sponsor may require) in respect of any tax or other governmental charge
     that may be imposed in relation to it.

          (iii) The Registrar or co-registrar shall not be required to register
     the transfer of or exchange of (a) any Definitive Exchangeable Preferred
     Exchangeable Security selected for redemption in whole or in part pursuant
     to Annex I attached hereto, except the unredeemed portion of any Definitive
     Exchangeable Preferred Security being redeemed in part, or (b) any
     Exchangeable Preferred Security for a period beginning 15 Business Days
     before the mailing of a notice of an offer to repurchase or redeem
     Exchangeable Preferred Securities or 15 Business Days before a semi-annual
     distribution date, if any.

          (iv) Prior to the due presentation for registrations of transfer of
     any Exchangeable Preferred Security, the Trust, the Property Trustee, the
     Paying Agent, the Registrar or any co-registrar may deem and treat the
     person in whose name an Exchangeable Preferred Security is registered as
     the absolute owner of such Exchangeable Preferred Security for the purpose
     of receiving Distributions, if any, on such Exchangeable Preferred Security
     and for all other purposes whatsoever, and none of the Trust, the Property
     Trustee, the Paying Agent, the Registrar or any co-registrar shall be
     affected by notice to the contrary.

                                       50



          (v) All Exchangeable Preferred Securities issued upon any transfer or
     exchange pursuant to the terms of this Declaration shall evidence the same
     security and shall be entitled to the same benefits under this Declaration
     as the Exchangeable Preferred Securities surrendered upon such transfer or
     exchange.

     (l) No Obligation of the Property Trustee.

          (i) The Property Trustee shall have no responsibility or obligation to
     any beneficial owner of a Global Exchangeable Preferred Security, a
     Participant in the Depositary or other Person with respect to the accuracy
     of the records of the Depositary or its nominee or of any Participant
     thereof, with respect to any ownership interest in the Exchangeable
     Preferred Securities or with respect to the delivery to any Participant,
     beneficial owner or other Person (other than the Depositary) of any notice
     (including any notice of redemption) or the payment of any amount, under or
     with respect to such Exchangeable Preferred Securities. All notices and
     communications to be given to the Holders and all payments to be made to
     Holders under the Exchangeable Preferred Securities shall be given or made
     only to or upon the order of the registered Holders (which shall be the
     Depositary or its nominee in the case of a Global Exchangeable Preferred
     Security). The rights of beneficial owners in any Global Exchangeable
     Preferred Security shall be exercised only through the Depositary subject
     to the applicable rules and procedures of the Depositary. The Property
     Trustee may conclusively rely and shall be fully protected in relying upon
     information furnished by the Depositary or any agent thereof with respect
     to its Participants and any beneficial owners.

          (ii) The Property Trustee and Registrar shall have no obligation or
     duty to monitor, determine or inquire as to compliance with any
     restrictions on transfer imposed under this Declaration or under applicable
     law with respect to any transfer of any interest in any Exchangeable
     Preferred Security (including any transfers between or among Depositary
     Participants or beneficial owners in any Global Exchangeable Preferred
     Security) other than to require delivery of such certificates and other
     documentation or evidence as are expressly required by, and to do so if and
     when expressly required by, the terms of this Declaration, and to examine
     the same to determine substantial compliance as to form with the express
     requirements hereof.

Section 9.3    Deemed Security Holders.

     The Trustees may treat the Person in whose name any Certificate shall be
registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions, if any, and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

                                       51



Section 9.4    Book Entry Interests.

     Global Exchangeable Preferred Securities shall initially be registered on
the books and records of the Trust in the name of Cede & Co., the nominee of the
Depositary, and no Exchangeable Preferred Security Beneficial Owner will receive
a Definitive Exchangeable Preferred Security Certificate representing such
Exchangeable Preferred Security Beneficial Owner's interests in such Global
Exchangeable Preferred Securities, except as provided in Section 9.2. Unless and
until fully registered Definitive Exchangeable Preferred Securities Certificates
have been issued to the Exchangeable Preferred Security Beneficial Owners
pursuant to Section 9.2:

     (a) the provisions of this Section 9.4 shall be in full force and effect;

     (b) the Trust and the Trustees shall be entitled to deal with the
Depositary for all purposes of this Declaration (including the payment of
Distributions on the relevant Global Exchangeable Preferred Securities and
receiving approvals, votes or consents hereunder) as the Holder of the
Exchangeable Preferred Securities and the sole holder of the Global Exchangeable
Preferred Securities and shall have no obligation to the Exchangeable Preferred
Security Beneficial Owners;

     (c) to the extent that the provisions of this Section 9.4 conflict with any
other provisions of this Declaration, the provisions of this Section 9.4 shall
control; and

     (d) the rights of the Exchangeable Preferred Security Beneficial Owners
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such Exchangeable Preferred Security
Beneficial Owners and the Depositary and/or the Participants and receive and
transmit payments of Distributions on the Global Certificates to such
Participants. The Depositary will make book entry transfers among the
Participants.

Section 9.5    Notices to Clearing Agency.

     Whenever a notice or other communication to the Exchangeable Preferred
Security Holders is required under this Declaration, the Regular Trustees shall,
in the case of any Global Exchangeable Preferred Security, give all such notices
and communications specified herein to be given to the Exchangeable Preferred
Security Holders to the Depositary, and shall have no notice obligations to the
Preferred Security Beneficial Owners.

Section 9.6    Appointment of Successor Clearing Agency.

     If the Depository elects to discontinue its services as securities
depositary with respect to the Exchangeable Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Exchangeable Preferred Securities.

                                       52



                                    ARTICLE X
      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

Section 10.1   Liability.

     (a) Except if and to the extent expressly set forth in this Declaration,
the Preferred Securities Guarantee and the terms of the Securities, the Sponsor
shall not be:

          (i) personally liable for the return of any portion of the capital
     contributions (or any return thereon) of the Holders of the Securities
     which shall be made solely from assets of the Trust; and

          (ii) required to pay to the Trust or to any Holder of Securities any
     deficit upon dissolution of the Trust or otherwise.

     (b) The Holder of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

     (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders of
the Exchangeable Preferred Securities shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.

Section 10.2   Exculpation.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or, in the
case of the Property Trustee, negligence) or willful misconduct with respect to
such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Trust and upon such information, opinions, reports or
statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts

                                       53



pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

Section 10.3   Fiduciary Duty.

     (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

     (b) Unless otherwise expressly provided herein:

          (i) whenever a conflict of interest exists or arises between an
     Indemnified Person and any Covered Person; or

          (ii) whenever this Declaration or any other agreement contemplated
     herein or therein provides that an Indemnified Person shall act in a manner
     that is, or provides terms that are, fair and reasonable to the Trust or
     any Holder of Securities, the Indemnified Person shall resolve such
     conflict of interest, take such action or provide such terms, considering
     in each case the relative interest of each party (including its own
     interest) to such conflict, agreement, transaction or situation and the
     benefits and burdens relating to such interests, any customary or accepted
     industry practices, and any applicable generally accepted accounting
     practices or principles. In the absence of bad faith by the Indemnified
     Person, the resolution, action or term so made, taken or provided by the
     Indemnified Person shall not constitute a breach of this Declaration or any
     other agreement contemplated herein or of any duty or obligation of the
     Indemnified Person at law or in equity or otherwise.

     (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

          (i) in its "discretion" or under a grant of similar authority, the
     Indemnified Person shall be entitled to consider such interests and factors
     as it desires, including its own interests, and shall have no duty or
     obligation to give any consideration to any interest of or factors
     affecting the Trust or any other Person; or

          (ii) in its "good faith" or under another express standard, the
     Indemnified Person shall act under such express standard and shall not be
     subject to any other or different standard imposed by this Declaration or
     by applicable law.

                                       54



Section 10.4   Indemnification.

     (a) The Debenture Issuer and News Corporation shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     (b) The Debenture Issuer and News Corporation shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust unless and
only to the extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such Court of Chancery or such other court shall deem proper.

     (c) To the extent that a Company Indemnified Person shall be successful on
the merits or otherwise (including dismissal of an action without prejudice or
the settlement of an action without admission of liability) in defense of any
action, suit or proceeding referred to in Sections 10.4(a) or 10.4(b), or in
defense of any claim, issue or matter therein, he shall be indemnified, to the
full extent permitted by law, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     (d) Any indemnification under Sections 10.4(a) or 10.4(b) (unless ordered
by a court) shall be made by the Debenture Issuer and News Corporation only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is

                                       55



proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 10.4(a) or 10.4(b). Such determination shall be
made (1) by the Regular Trustees by a majority vote of a quorum consisting of
such Regular Trustees who were not parties to such action, suit or proceeding,
(2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Regular Trustees so directs, by independent legal counsel in a
written opinion, or (3) by the Common Security Holder of the Trust.

     (e) Expenses (including attorneys' fees) incurred by a Company Indemnified
Person in defending a civil, criminal, administrative or investigative action,
suit or proceeding referred to in Sections 10.4(a) and 10.4(b) shall be paid by
the Debenture Issuer and News Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such Company Indemnified Person to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Debenture Issuer
and News Corporation as authorized in this Section 10.4. Notwithstanding the
foregoing, no advance shall be made by the Debenture Issuer and News Corporation
if a determination is reasonably and promptly made (i) by the Regular Trustees
by a majority vote of a quorum of disinterested Regular Trustees, (ii) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Regular Trustees so directs, by independent legal counsel in a written opinion
or (iii) the Common Security Holder of the Trust, that, based upon the facts
known to the Regular Trustees, counsel or the Common Security Holder at the time
such determination is made, such Company Indemnified Person acted in bad faith
or in a manner that such person did not believe to be in or not opposed to the
best interests of the Trust, or, with respect to any criminal proceeding, that
such Company Indemnified Person believed or had reasonable cause to believe his
conduct was unlawful. In no event shall any advance be made in instances where
the Regular Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or its Common or Exchangeable Preferred Security Holders.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Section 10.4 shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Debenture Issuer and News
Corporation or Exchangeable Preferred Security Holders of the Trust or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. All rights to indemnification under
this Section 10.4 shall be deemed to be provided by a contract between the
Debenture Issuer and News Corporation and each Company Indemnified Person who
serves in such capacity at any time while this Section 10.4 is in effect. Any
repeal or modification of this Section 10.4 shall not affect any rights or
obligations then existing.

     (g) The Debenture Issuer or News Corporation or the Trust may purchase and
maintain insurance on behalf of any person who is or was a Company Indemnified
Person against any liability asserted against him and incurred by him in any
such capacity, or arising out

                                       56



of his status as such, whether or not the Debenture Issuer or News Corporation
would have the power to indemnify him against such liability under the
provisions of this Section 10.4.

     (h) For purposes of this Section 10.4, references to "the Trust" shall
include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
10.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

     (i) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 10.4 shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a Company Indemnified
Person and shall inure to the benefit of the heirs, executors and administrators
of such a person.

     (j) The Debenture Issuer and News Corporation, jointly and severally, agree
to indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability claim, damage or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) and reasonable legal fees and expenses incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration or the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 10.4(j) shall survive the satisfaction
and discharge of this Declaration and resignation or removal of any Fiduciary
Indemnified Person.

Section 10.5   Outside Businesses.

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders of Securities shall
have no rights by virtue of this Declaration in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any

                                       57



Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

Section 11.1   Fiscal Year.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

Section 11.2   Certain Accounting Matters.

     (a) At all times during the existence of the Trust, the Regular Trustees
shall keep, or cause to be kept, full books of account, records and supporting
documents, which shall reflect in reasonable detail, each transaction of the
Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year by a firm of independent certified public accountants selected by the
Regular Trustees.

     (b) The Regular Trustees shall cause to be prepared and delivered to each
of the Holders of Securities, within 90 days after the end of each Fiscal Year
of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss;

     (c) The Regular Trustees shall cause to be duly prepared and delivered to
each of the Holders of Securities, any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Regular Trustees shall endeavor to deliver
all such statements within 30 days after the end of each Fiscal Year of the
Trust.

     (d) The Regular Trustees shall cause to be duly prepared and filed with the
appropriate taxing authority, an annual United States federal income tax return,
on a Form 1041 or such other form required by United States federal income tax
law, and any other annual

                                       58



income tax returns required to be filed by the Regular Trustees on behalf of the
Trust with any state or local taxing authority.

Section 11.3   Banking.

     The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Property Trustee
shall designate the signatories for the Property Trustee Account.

Section 11.4   Withholding.

     The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed overwithholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

Section 12.1   Amendments.

     (a) Except as otherwise provided in this Declaration or by any applicable
terms of the Securities, this Declaration may only be amended by a written
instrument approved and executed by:

          (i) the Regular Trustees (or, if there are more than two Regular
     Trustees a majority of the Regular Trustees);

          (ii) if the amendment affects the rights, powers, duties, obligations
     or immunities of the Property Trustee, the Property Trustee; and

                                       59



          (iii) if the amendment affects the rights, powers, duties, obligations
     or immunities of the Delaware Trustee, the Delaware Trustee;

     (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective:

          (i) unless, in the case of any proposed amendment, the Property
     Trustee shall have first received an Officers' Certificate from each of the
     Trust and the Sponsor that such amendment is permitted by, and conforms to,
     the terms of this Declaration (including the terms of the Securities);

          (ii) unless, in the case of any proposed amendment which affects the
     rights, powers, duties, obligations or immunities of the Property Trustee,
     the Property Trustee shall have first received:

               (A) an Officers' Certificate from each of the Trust and the
          Sponsor that such amendment is permitted by, and conforms to, the
          terms of this Declaration (including the terms of the Securities); and

               (B) an opinion of counsel (who may be counsel to the Sponsor or
          the Trust) that such amendment is permitted by, and conforms to, the
          terms of this Declaration (including the terms of the Securities); and

          (iii) to the extent the result of such amendment would be to:

               (A) cause the Trust to fail to continue to be classified for
          purposes of United States federal income taxation as a grantor trust;

               (B) reduce or otherwise adversely affect the powers of the
          Property Trustee in contravention of the Trust Indenture Act; or

               (C) cause the Trust to be deemed to be an Investment Company that
          is required to be registered under the Investment Company Act;

     (c) at such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder of Securities may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

     (d) Notwithstanding any other provision in this Declaration, no amendment
shall be made to this Declaration and any such purported amendment shall be void
and ineffective, unless upon (i) the consent of Holders representing not less
than a Majority in Stated Liquidation Amount of the Securities or if only one
class will be effected by the amendment, then not less than a Majority in Stated
Liquidation Amount of the Securities (with respect to the

                                       60



effected class of Securities only) and (ii) receipt by the Property Trustee an
opinion of counsel to the effect that such amendment or the exercise of power
granted to the Property Trustee in accordance with such amendment will not
affect the Trust's status as a grantor trust for U.S. federal income tax
purposes or the trust exemption from the status of an Investment Company;

     (e) Notwithstanding any other provision in this Declaration, without the
unanimous consent of the Holders of Securities, no amendment shall be made to
this Declaration and any such purported amendment shall be void and ineffective
if such amendment will (i) change the amount or timing of any Distribution or
any other amounts (whether cash or non-cash) required to be delivered and or
paid pursuant to this Declaration, (ii) adversely affect the amount of any
Distribution or any other amounts (whether cash or non-cash) required to be
delivered and or paid pursuant to this Declaration or (iii) restrict the right
of a Holder of Securities to institute suit for the enforcement of any payment
under the Securities;

     (f) Section 9.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders of the Securities;

     (g) Article IV shall not be amended without the consent of the Holders of a
majority in liquidation amount of the Common Securities;

     (h) the rights of the Holders of the Common Securities under Article V to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended without the consent of the Holders of a Majority in liquidation amount
of the Common Securities; and

     (i) notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities and become effective upon
notice to Holders of the Securities, if to:

          (i) cure any ambiguity, so long as such amendment does not adversely
     affect in any material respect the interests of any Holder of the
     Securities;

          (ii) correct or supplement any provision in this Declaration that may
     be defective or inconsistent with any other provision of this Declaration,
     so long as such amendment does not adversely affect in any material respect
     the interests of any Holder of the Securities;

          (iii) add to the covenants, restrictions or obligations of the
     Sponsor;

          (iv) modify, eliminate or add to any provision to this Declaration to
     such extent as necessary to ensure that the Trust will be classified for
     U.S. federal income tax purposes as a grantor trust or to ensure that Trust
     will not be required to register as an Investment Company;

          (v) maintain the qualification of this Declaration under the Trust
     Indenture Act; or

                                       61



          (vi) conform to any change in Rule 3a-5 or written change in
     interpretation (including any change evidenced by a "no-action" letter
     issued by the staff of the Commission) or application of Rule 3a-5 by any
     legislative body, court, government agency or regulatory authority which
     amendment does not have a material adverse effect on the rights,
     preferences or privileges of the Holders.

Section 12.2   Meetings of the Holders of Securities; Action by Written Consent.

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Regular Trustees (or as provided in the terms of the Securities) to
consider and act on any matter on which Holders of such class of Securities are
entitled to act under the terms of this Declaration, the terms of the Securities
or the rules of any stock exchange on which the Exchangeable Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those Securities represented by the Certificates so specified
shall be counted for purposes of determining whether the required percentage set
forth in the second sentence of this paragraph has been met.

     (b) Except to the extent otherwise provided in the terms of the Securities
or as may otherwise be required by applicable law, the following provisions
shall apply to meetings of Holders of Securities:

          (i) notice of any such meeting shall be given to all the Holders of
     Securities having a right to vote thereat at least 7 days and not more than
     60 days before the date of such meeting. Whenever a vote, consent or
     approval of the Holders of Securities is permitted or required under this
     Declaration or the rules of any stock exchange or over-the-counter market
     on which the Exchangeable Preferred Securities are listed or admitted for
     trading, such vote, consent or approval may be given at a meeting of the
     Holders of Securities. Any action that may be taken at a meeting of the
     Holders of Securities may be taken without a meeting if a consent in
     writing setting forth the action so taken is signed by the Holders of
     Securities owning not less than the minimum amount of Securities in
     liquidation amount that would be necessary to authorize or take such action
     at a meeting at which all Holders of Securities having a right to vote
     thereon were present and voting. Prompt notice of the taking of action
     without a meeting shall be given to the Holders of Securities entitled to
     vote who have not consented in writing. The Regular Trustees may specify
     that any written ballot submitted to the Security Holders for the purpose
     of taking any action without a meeting shall be returned to the Trust
     within the time specified by the Regular Trustees;

                                       62



          (ii) each Holder of a Security may authorize any Person to act for it
     by proxy on all matters in which a Holder of Securities is entitled to
     participate, including waiving notice of any meeting, or voting or
     participating at a meeting. No proxy shall be valid after the expiration of
     11 months from the date thereof unless otherwise provided in the proxy.
     Every proxy shall be revocable at the pleasure of the Holder of Securities
     executing it. Except as otherwise provided herein, all matters relating to
     the giving, voting or validity of proxies shall be governed by the General
     Corporation Law of the State of Delaware relating to proxies, and judicial
     interpretations thereunder, as if the Trust were a Delaware corporation and
     the Holders of the Securities were stockholders of a Delaware corporation;

          (iii) each meeting of the Holders of the Securities shall be conducted
     by the Regular Trustees or by such other Person that the Regular Trustees
     may designate; and

          (iv) unless the Statutory Trust Act, this Declaration, the terms of
     the Securities, the Trust Indenture Act or the listing rules of any stock
     exchange on which the Exchangeable Preferred Securities are then listed or
     trading provide otherwise, the Regular Trustees, in their sole discretion,
     shall establish all other provisions relating to meetings of Holders of
     Securities, including notice of the time, place or purpose of any meeting
     at which any matter is to be voted on by any Holders of Securities, waiver
     of any such notice, action by consent without a meeting, the establishment
     of a record date, quorum requirements, voting in person or by proxy or any
     other matter with respect to the exercise of any such right to vote.

                                  ARTICLE XIII
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

Section 13.1   Representations and Warranties of Property Trustee.

     The Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Property Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

     (a) The Property Trustee is a banking corporation with trust powers, duly
organized, validly existing and in good standing under the laws of the State of
New York, with trust power and authority to execute and deliver, and to carry
out and perform its obligations under the terms of, this Declaration;

     (b) The execution, delivery and performance by the Property Trustee of the
Declaration has been duly authorized by all necessary corporate action on the
part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property

                                       63



Trustee, and it constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

     (c) The execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the
Organization Certificate or By-laws of the Property Trustee; and

     (d) No consent, approval or authorization of, or registration with or
notice to, any New York State or Federal banking authority is required for the
execution, delivery or performance by the Property Trustee, of the Declaration.

Section 13.2   Representations and Warranties of Delaware Trustee.

     The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration and at the
Closing Date, and each Successor Delaware Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance
of its appointment as Delaware Trustee that:

     (a) The Delaware Trustee is a duly organized, validly existing and in good
standing under the laws of the State of Delaware, with trust power and authority
to execute and deliver, and to carry out and perform its obligations under the
terms of, the Declaration;

     (b) The execution, delivery and performance by the Delaware Trustee of the
Declaration has been duly authorized by all necessary corporate action on the
part of the Delaware Trustee. The Declaration has been duly executed and
delivered by the Delaware Trustee, and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

     (c) The execution, delivery and performance of the Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the
Organization Certificate or by-laws of the Delaware Trustee;

     (d) No consent, approval or authorization of, or registration with or
notice to, any Delaware State or Federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee, of the Declaration;

     (e) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware; and

                                       64



     (f) The Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and the Declaration.

                                   ARTICLE XIV
                               REGISTRATION RIGHTS

Section 14.1   Registration Rights.

     The Holders of the Exchangeable Preferred Securities, the Debentures, the
Preferred Securities Guarantee, the Guarantee and the BSkyB Ordinary Shares are
entitled to the benefits of the Registration Rights Agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

Section 15.1   Notices.

     All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, sent by
facsimile or mailed by first class mail, as follows:

     (a) if given to the Trust, in care of the Regular Trustees at the Trust's
mailing address set forth below (or such other address as the Trust may give
notice of to the Holders of the Securities):

               News Corporation Finance Trust II
               c/o News America Incorporated
               1211 Avenue of the Americas
               New York, NY  10036
               Attention:       Arthur M. Siskind, Esq.

     (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

               The Bank of New York (Delaware)
               700 White Clay Centre
               Route 273
               Newark, Delaware  19711

     (c) if given to the Property Trustee, at the mailing address set forth
below (or such other address as the Property Trustee may give notice of to the
Holders of the Securities):

                                       65



               The Bank of New York
               101 Barclay Street, Fl 8W
               New York, New York  10286
               Attention:  Corporate Trust Administration

     (d) if given to the Holder of the Common Securities, at the mailing address
of the Sponsor set forth below (or such other address as the Holder of the
Common Securities may give notice of to the Trust):

               News America Incorporated
               1211 Avenue of the Americas
               New York, NY  10036
               Attention:  Arthur M. Siskind, Esq.

     (e) if given to any other Holder, at the address set forth in the Security
Register.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

Section 15.2   Governing Law.

     THIS DECLARATION AND THE RIGHTS AND OBLIGATIONS OF HOLDERS, THE TRUST, THE
SPONSOR AND THE TRUSTEES SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED
BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS OF THE STATE
OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE
LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER,
THAT THERE SHALL NOT BE APPLICABLE TO THE HOLDERS, THE TRUST, THE SPONSOR, THE
TRUSTEES OR THIS DECLARATION ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF
THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A
MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR
GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND
CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF
REALTY OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO

                                       66



TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF
RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR
LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST
INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF
HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER
STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES
THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND
POWERS OF THE TRUSTEES AS SET FORTH OR REFERENCED IN THIS DECLARATION. SECTION
3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

Section 15.3   Intention of the Parties.

     It is the intention of the parties hereto that the Trust be classified for
United States federal income tax purposes as a grantor trust. The provisions of
this Declaration shall be interpreted to further this intention of the parties.

Section 15.4   Headings.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

Section 15.5   Successors and Assigns.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

Section 15.6   Partial Enforceability.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

Section 15.7   Counterparts.

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

                                       67



     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                       /s/ Arthur M. Siskind
                                       -----------------------------------------
                                       Arthur M. Siskind, as Regular Trustee

                                       /s/ David F. DeVoe
                                       -----------------------------------------
                                       David F. DeVoe, as Regular Trustee

                                       /s/ Paula M. Wardynski
                                       -----------------------------------------
                                       Paula M. Wardynski, as Regular Trustee


                                       THE BANK OF NEW YORK (DELAWARE),
                                       as Delaware Trustee

                                       By: /s/ Patrick J. Burns, Sr.
                                          --------------------------------------

                                       Name:  Patrick J. Burns, Sr.
                                            ------------------------------------

                                       Title: Senior Vice President
                                             -----------------------------------


                                       THE BANK OF NEW YORK, as Property Trustee


                                       By: /s/ Kisha A. Holder
                                          --------------------------------------

                                       Name: Kisha A. Holder
                                            ------------------------------------

                                       Title: Assistant Treasurer
                                             -----------------------------------



                                       NEWS AMERICA INCORPORATED, as Sponsor

                                       By:    /s/ Arthur M. Siskind
                                              ----------------------------------

                                       Name:  Arthur M. Siskind
                                              ----------------------------------

                                       Title: Senior Executive Vice President
                                              ----------------------------------




                                     ANNEX I

                               TERMS OF SECURITIES

                Pursuant to Section 7.1 of the Amended and Restated Declaration
of Trust of News Corporation Finance Trust II (the "Trust"), dated as of March
21, 2003 (as amended from time to time, the "Declaration"), the designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Exchangeable Preferred Securities and the Common Securities are set out
below (for the avoidance of doubt, each capitalized term used but not defined
herein has the meaning set forth in the Declaration or, if not defined in the
Declaration, as defined in the Indenture referred to below):

        1.      Designation and Number.

                (a)     Exchangeable Preferred Securities. Up to 1,750,000
Exchangeable Preferred Securities of the Trust with an aggregate original stated
liquidation preference with respect to the assets of the Trust of up to ONE
BILLION, SEVEN HUNDRED AND FIFTY MILLION UNITED STATES DOLLARS
(US$1,750,000,000), and an original stated liquidation preference with respect
to the assets of the Trust of US$1,000 per exchangeable preferred security (the
"Original Liquidation Preference"), are hereby designated for the purposes of
identification only as 0.75% Senior Exchangeable Preferred Securities (the
"Exchangeable Preferred Securities"). The Exchangeable Preferred Security
Certificates evidencing the Exchangeable Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange or
other organization on which the Exchangeable Preferred Securities are listed.

                (b)     Common Securities. Up to 17,677 Common Securities of the
Trust with an aggregate stated original liquidation amount with respect to the
assets of the Trust of up to seventeen million, six hundred and seventy seven
dollars (US$17,677,000), and a stated original liquidation amount with respect
to the assets of the Trust of US$1,000 liquidation amount per common security,
are hereby designated for the purposes of identification only as "0.75% Senior
Exchangeable Common Securities" (the "Common Securities"). The Common Security
Certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.
"Original Liquidation Amount" shall mean with respect to (i) an Exchangeable
Preferred Security, the Original Liquidation Preference thereof and (ii) a
Common Security, US$1,000.

        2.      Distributions.

                The sole assets of the Trust will consist of up to
US$1,767,677,000 aggregate Original Principal Amount of 0.75% Senior
Exchangeable Debentures due March 15, 2023 (the "Debentures"), issued by News
America Incorporated, a Delaware corporation ("News America" or the "Company"),
pursuant to an Indenture (the "Indenture"), dated as of March 21, 2003, among
News America, The News Corporation Limited, an Australian corporation ("News
Corporation"), as guarantor of the Debentures, on behalf of itself and certain
of its subsidiaries

                                       1



which are named in such Indenture as guarantors (News Corporation and such
subsidiaries, the "Guarantors"), and The Bank of New York, as Trustee (the
"Indenture Trustee"). The Indenture is attached hereto as Exhibit 1 to the
Declaration.

                (a)     News America is obligated under the Indenture to pay
interest to the Trust, as holder of the Debentures, in the amounts and at the
times set forth in the Indenture. The Holders of the Securities shall be
entitled to such payments as Distributions on the Securities, pro rata, on the
identical interest payment dates as are set forth in the Indenture for payments
on the Debentures. The record dates for such payments shall also be identical to
the record dates for payment of interest on the Debentures. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
by News America or the Guarantors to the Trust.

                (b)     News America is obligated under the Indenture to pay
Regular Additional Distributions (as defined in the Indenture) to the Trust, as
holder of the Debentures. The Holders of the Securities shall be entitled to be
paid the amounts of such Regular Additional Distributions as Distributions on
the Securities, pro rata, on the payment dates for such Regular Additional
Distributions under the Indenture. The record dates for such Distributions shall
be identical to the record dates for the Regular Additional Distributions. Such
Distributions are payable by the Trust only to the extent the Regular
Distributions are paid to the Trust by News America or the Guarantors.

                (c)     News America is obligated under the Indenture to pay
Extraordinary Additional Distributions (as defined in the Indenture) to the
Trust, as holder of the Debentures. The Holders of the Securities shall be
entitled to be paid the amounts of such Extraordinary Additional Distributions
as Distributions on the Securities, pro rata, on the payment dates for such
Extraordinary Additional Distributions under the Indenture. The record dates
for such Distributions shall be identical to the record dates for the
Extraordinary Additional Distributions. Such Distributions are payable by the
Trust only to the extent the Extraordinary Distributions are paid to the Trust
by News America or the Guarantors.

                (d)     Any of the above Distributions on the Securities will be
payable to the Holders thereof as they appear on the books and records of the
Trust at the close of business on the relevant record date. Subject to any
applicable laws and regulations and the provisions of the Declaration, each such
payment in respect of the Global Exchangeable Preferred Securities will be made
to The Depository Trust Company (the "DTC"), which will credit the relevant
accounts at the DTC on the applicable Distribution Payment Dates or, in the case
of certificated securities, such payments shall be made by check mailed to the
address of the Holder entitled thereto at such address appearing on the register
of the Trust. Distributions payable on any Securities that are not punctually
paid on any Distribution Payment Date, as a result of News America and the
Guarantors having failed to make a payment under the Debentures, will cease to
be payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Declaration and
the Indenture. If any date on which Distributions are payable on the Securities
is not a Business Day, then payment of the Distribution payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay).


                                       2



        3.      Liquidation Distribution Upon Dissolution.

                In the event of any voluntary or involuntary dissolution,
winding-up or termination of the Trust (each, a "Liquidation"), the Holders of
the Securities on the date of the Liquidation, as the case may be, will be
entitled to receive out of the assets of the Trust available for distribution to
Holders of Securities after satisfaction of liabilities to creditors of the
Trust pursuant to applicable law, Distributions in an amount equal to the
aggregate of the Adjusted Liquidation Amount (defined below) of the Securities
plus all accrued and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"), unless, in connection with such
Liquidation, Debentures in an aggregate Original Principal Amount equal to the
aggregate Original Liquidation Amount of such Securities shall be distributed on
a pro rata basis in accordance with paragraph 12 below to the Holders of the
Securities.

                Section 2.11 of the Indenture provides that in the event of
payment of an Extraordinary Distribution on the Reference Shares, the Original
Principal Amount of the Debentures will be reduced and may be further reduced as
provided in such Section 2.11 of the Indenture. To the extent these amounts are
distributed to the Holders of Securities as provided above, the Original
Liquidation Amount will also be reduced and the adjusted amount is referred to
herein as the "Adjusted Liquidation Amount."

                If, upon any Liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Securities shall be paid on a pro rata basis to the Holders
of the Securities in accordance with paragraph 12 below.

                On and from the date fixed for any distribution of Debentures
upon dissolution of the Trust: (i) the Securities will no longer be deemed to be
outstanding and (ii) certificates representing Securities will be deemed to
represent beneficial interests in the Liquidation Distribution until such
certificates are presented to the Company or its agent for transfer or
reissuance.

        4.      Redemption at the Option of the Company.

                (a)     The Debentures will not be redeemable prior to March 20,
2010, except under limited circumstances described in the Indenture and in
paragraphs 4(b) and 4(c) hereof. Thereafter, the Debentures will be redeemable,
in whole or in part, at the option of the Company, and if the Debentures are
redeemed, the Trust will redeem Securities having an aggregate Original
Liquidation Amount equal to the aggregate Original Principal Amount of the
Debentures so redeemed, at a redemption price equal to the Adjusted Principal
Amount plus accrued and unpaid interest to but not including the Redemption
Date, plus any Final Period Distribution (as defined in the Indenture) (the
"Redemption Price"). The Company has the right to elect the manner of payment of
the Redemption Price on the Redemption Date. The Debentures (and, therefore, the
Securities) to be redeemed on any Redemption Date may be paid for, at the
election of the Company, in cash, BSkyB Ordinary Shares, or in any combination
thereof (the "Redemption Consideration"), subject to the terms of the Indenture.
The Company shall designate, in a Redemption/Distribution Notice delivered
pursuant to paragraph 4(d) below, whether the Company will redeem the Securities
for cash or BSkyB Ordinary Shares or, if a combination

                                       3



thereof, the percentages of the Redemption Price which it will pay in each form
of Redemption Consideration; provided that the Company shall pay cash for any
fractional interests in BSkyB Ordinary Shares.

                (b)     Upon the payment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Company or
pursuant to a Tax Event or the Company's obligation to pay "Additional Amounts"
described in Section 3.7 of the Indenture), the proceeds from such payment shall
be simultaneously applied to redeem Securities having an aggregate Original
Liquidation Amount equal to the aggregate Original Principal Amount of the
Debentures so repaid or redeemed at the Redemption Price. Holders of Securities
shall be given not less than 30 days nor more than 60 days' notice by the Trust
of such redemption. Upon the payment of the Debentures at maturity or upon any
acceleration, earlier redemption or otherwise, the proceeds from such payment
will be applied to redeem the Securities, in whole, upon not less than 30 days
nor more than 60 days' notice (except in the case of payment at maturity).

                (c)     The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all semi-annual distribution periods terminating on or before the
date of redemption.

                (d)     Redemption or Distribution procedures will be as
follows:

                        (i)     Notice of any redemption of, or notice of
distribution of Debentures in exchange, for the Securities (a
"Redemption/Distribution Notice") will be given by the Trust by mail to each
Holder of the Securities to be redeemed or exchanged not fewer than 30 days nor
more than 60 days before the date fixed for redemption or exchange thereof
which, in the case of a redemption, will be the date fixed for redemption of the
Debentures. For purposes of the calculation of the date of redemption or
exchange and the dates on which notices are given pursuant to this paragraph
4(d)(i), a Redemption/Distribution Notice shall be deemed to be given on the day
such notice is first mailed by first-class mail, postage prepaid, to the persons
required in paragraph 4(d)(v) below. Each Redemption/Distribution Notice shall
be addressed to the Holders of the Securities at the address of each such Holder
appearing in the books and records of the Trust. No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder. The Redemption/Distribution Notice
shall identify the Securities being redeemed or exchanged and shall state:

        In the event of a redemption:

                (1)     the Redemption Date;

                (2)     the Redemption Price and Redemption Consideration and
        components thereof if necessary;

                (3)     the Exchange Rate (as such term is defined in the
        Indenture) then in effect;

                (4)     the name and address of the Paying Agent and Exchange
        Agent;

                                       4



                (5)     that Securities called for redemption may be exchanged
        at any time before the close of business on the third Business Day prior
        to the Redemption Date;

                (6)     that Holders who want to exchange Securities must
        satisfy the requirements set forth in paragraph 7 of this Annex I;

                (7)     that Securities called for redemption must be
        surrendered to the Paying Agent to collect the Redemption Price;

                (8)     that if fewer than all the outstanding Securities are to
        be redeemed, the certificate numbers, if any, and Original Liquidation
        Preferences of the particular Securities to be redeemed;

                (9)     that, unless the Company defaults in making payment of
        such Redemption Price, interest on Securities called for redemption will
        cease to accrue on and after the Redemption Date; and

                (10)    the CUSIP number of the Securities.

                Provided that in the event that the Company has elected to pay
        the Redemption Price (or a specified percentage thereof) with a form of
        Redemption Consideration other than cash on the Redemption Date, the
        notice shall also:

                (1)     state that each Holder will receive BSkyB Ordinary
        Shares equal to such specified percentage of the Redemption Price of the
        Securities held by such Holder (except any cash amount to be paid in
        lieu of fractional shares); and

                (2)     set forth the calculation of the number of shares to be
        delivered;

        or in the event of a distribution of the Debentures:

                (1)     the distribution date of the Debentures;

                (2)     that, from and after such date referred to in (i)
        immediately above that the Securities will no longer be outstanding and
        any Securities not surrendered for exchange will be deemed to represent
        the Adjusted Principal Amount of Debentures equal to the aggregate
        Adjusted Liquidation Amount of such Securities; and

                (3)     provide such information with respect to the mechanics
        by which Holders of Securities must exchange Securities for Debentures,
        as the Regular Trustees or Property Trustee deem appropriate.

                        (ii)    In the event that fewer than all the outstanding
Securities are to be redeemed, the Securities to be redeemed shall be redeemed
pro rata from each Holder of Securities, it being understood that, in respect of
Exchangeable Preferred Securities registered in the name of and held of record
by the Depositary or its nominee (or any successor Clearing


                                       5



Agency or its nominee), the distribution of the proceeds of such redemption will
be made to each Participant (or Person on whose behalf such nominee holds such
securities) in accordance with the procedures applied by such agency or nominee.

                        (iii)   If Securities are to be redeemed and the Trust
gives a Redemption/Distribution Notice, which notice may only be issued if the
Debentures are redeemed as set out in this paragraph 4 (which notice will be
irrevocable), then (A) with respect to Exchangeable Preferred Securities held in
book-entry only form, by 10:00 a.m., New York City time, on the applicable dates
as set forth in the Indenture, provided that the Debenture Issuer has paid to
the Property Trustee the amount of cash or other Redemption Consideration
required by the Indenture in connection with the related redemption or maturity
of the Debentures, the Property Trustee will irrevocably deposit with the
Depositary or its nominee (or any successor Clearing Agency or its nominee) cash
and/or other Redemption Consideration sufficient to pay the applicable
Redemption Price with respect to such Exchangeable Preferred Securities and will
give the Depositary irrevocable instructions and authority to pay the applicable
Redemption Price to the Holders of such Global Exchangeable Preferred Securities
and Restricted Global Exchangeable Preferred Securities, and (B) with respect to
Exchangeable Preferred Securities issued in certificated form and Common
Securities, provided that the Debenture Issuer has paid to the Property Trustee
the amount of cash and/or other Redemption Consideration in connection with the
related redemption or maturity of the Debentures, the Property Trustee will
irrevocably deposit with the Paying Agent cash and/or other Redemption
Consideration sufficient to pay the amount payable on redemption to the Holders
of such Securities upon surrender of their certificates.

                If a Redemption/Distribution Notice shall have been given and
funds deposited as required, then on the date of such deposit, all rights of the
Holders of such Securities so called for redemption will cease, except the right
of the Holders of such Securities to receive the Redemption Price, but without
interest on such Redemption Price. Neither the Regular Trustees nor the Trust
shall be required to register or cause to be registered the transfer of any
Securities that have been so called for redemption. If any date fixed for
redemption of Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay). If payment of the Redemption Price in respect of any Securities is
improperly withheld or refused and not paid either by the Trust or by News
Corporation or by any Guarantor, Distributions on such Securities will continue
to accrue at the then applicable rate, from the original redemption date to the
date of payment, in which case the actual payment date will be considered the
date fixed for redemption for purposes of calculating the amount payable upon
redemption.

                        (iv)    In the event of any redemption in part, the
Trust shall not be required to (i) issue or register the transfer of or exchange
of any Security during a period beginning at the opening of business 15 days
before any selection for redemption of Securities and ending at the close of
business on the earliest date in which the relevant notice of redemption is
deemed to have been given to all Holders of Securities to be so redeemed and
(ii) register the transfer of or exchange of any Securities so selected for
redemption, in whole or in part, except for the unredeemed portion of any
Securities being redeemed in part.

                                       6



                        (v)     Redemption/Distribution Notices shall be sent by
the Regular Trustees on behalf of the Trust to (A) in the case of the
Exchangeable Preferred Securities held in book-entry form, DTC or its nominee
and, in the case of Securities held in certificated form, to the Holder thereof
and (B) in respect of the Common Securities, to the Holder thereof.

                        (vi)    Subject to the foregoing and applicable law
(including, without limitation, United States federal securities laws), News
Corporation or any of its subsidiaries or nominees may at any time and from time
to time purchase outstanding Exchangeable Preferred Securities by tender, in the
open market or by private agreement. Any such Exchangeable Preferred Securities
held by News Corporation or any of its subsidiaries may be delivered to the
Property Trustee for cancellation in accordance with Section 7.10 of the
Declaration.

                        (vii)   In the event BSkyB Ordinary Shares are delivered
upon a redemption at the option of the Company, the number of shares deliverable
shall be determined by dividing the Redemption Price by the Current Market Value
of BSkyB Ordinary Shares.

        5.      Repurchase Upon Change of Control Triggering Event

                (a)     If there shall have occurred a Change of Control
Triggering Event (as defined in the Indenture), the Company will be required to
make an offer to repurchase the Debentures and the Trust will be required to
make an offer to repurchase the Exchangeable Preferred Securities (the "Change
of Control Offer"). Securities shall be purchased by the Trust, at the option of
the Holder thereof, in whole or in part, on a date that is selected by News
Corporation and is not earlier than 30 days nor later than 60 days after the
date the Change of Control Notice referred to below is given to Holders or such
later date as may be necessary for the Trust to comply with requirements under
the Exchange Act (such date, or such later date, being the "Change of Control
Purchase Date"), at a purchase price in cash (the "Change of Control Purchase
Price") equal to the Adjusted Liquidation Amount as of the Change of Control
Purchase Date plus any accrued and unpaid Distributions to, but in each case
excluding, the Change of Control Purchase Date, plus any Final Period
Distribution subject to satisfaction by or on behalf of the Holder of the
requirements set forth in paragraph 5(c) below.

                (b)     Within 15 Business Days after the occurrence of a Change
of Control Triggering Event, the Company shall given written notice of such
Change of Control Triggering Event (a "Change of Control Notice") to the
Property Trustee, and the Property Trustee shall promptly upon its receipt of
such notice forward a copy of such notice to Holders. The Trustees shall be
under no obligation to ascertain the occurrence of a Change of Control
Triggering Event or to give notice with respect thereto other than as provided
above upon receipt of a Change of Control Notice from the Company. The Change of
Control Notice shall state:

                        (i)     that the Change of Control Offer is being made
pursuant to the terms of Annex I of the Declaration and to the Indenture and
that all Securities validly tendered will be accepted for payment;

                        (ii)    the Change of Control Purchase Price and the
Change of Control Purchase Date;


                                       7



                        (iii)   that, unless the Company defaults in the payment
of the Change of Control Purchase Price, any Securities accepted for payment
pursuant to the Change of Control Offer shall cease to accrue Distributions on
the Change of Control Purchase Date and that any Security not purchased will
continue to accrue Distributions;

                        (iv)    that Holders electing to have Securities
purchased pursuant to the Change of Control Notice will be required to deliver
notice in the form attached hereto (a "Change of Control Purchase Notice"),
together, if the Security is a Definitive Security, with such Security, to the
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Change of Control Purchase Date;

                        (v)     that Holders will be entitled to withdraw their
tenders of Securities if the Paying Agent receives, not later than the close of
business on the third Business Day prior to the Change of Control Purchase Date,
a notice setting forth the name of the Holder, the certificate number of the
Securities delivered for purchase, in the case of a Definitive Security, the
number of Securities delivered for purchase and a statement that such Holder is
withdrawing his election to have such Securities purchased; and

                        (vi)    that Holders whose Securities represented by one
or more Definitive Securities are purchased only in part will be issued new
Definitive Securities equal in an amount to the unpurchased portion of the
Securities represented by the one or more Definitive Securities surrendered.

                (c)     A Holder may exercise its rights specified herein upon
delivery to any Paying Agent of a Change of Control Purchase Notice properly
completed at any time prior to the close of business on the third Business Day
prior to the Change of Control Purchase Date.

                When Exchangeable Preferred Securities are tendered to the
Property Trustee in acceptance of a Change of Control Offer, the Property
Trustee will tender to the Company Debentures in Original Principal Amount equal
to the Original Liquidation Preference of the Exchangeable Preferred Securities
tendered to it in exchange for the purchase price therefor.

                (d)     On or prior to 10:00 a.m. New York City time on the
Change of Control Purchase Date, the Company shall deposit with the Property
Trustee or with a Paying Agent an amount of money in same day funds sufficient
to pay the Change of Control Purchase Price of, and accrued Distributions on,
all the Securities or portions thereof which are to be purchased on that date.

                (e)     Upon receipt by the Paying Agent of properly tendered
Securities by receipt of a Change of Control Purchase Notice together, if the
Security is a Definitive Security, with such Definitive Security, the Holder of
the Security in respect of which such proper tender was made shall (unless the
tender of such Security is properly withdrawn) thereafter be entitled to receive
solely the Change of Control Purchase Price with respect to such Security. Upon
delivery of a Change of Control Purchase Notice and surrender of any such
Definitive Security, if applicable, for purchase in accordance with the
foregoing provisions, such Security shall be paid by the Company at the Change
of Control Purchase Price on the Change of Control Purchase Date; provided,
however, that Distributions which are due on or prior to the Change of

                                       8



Control Purchase Date shall be payable to the Holders of such Securities, or one
or more predecessor Securities, registered as such on the relevant record dates
set forth herein. If any Security tendered for purchase shall not be so paid
upon surrender thereof, the Distributions thereon shall, until paid, continue to
accrue from the Change of Control Purchase Date at the rate borne by such
Security.

                (f)     In the case of Definitive Securities, any Security
represented by one or more Certificates that is to be purchased only in part
shall be surrendered to a Paying Agent at the office of such Paying Agent (with,
if the Trust or the Property Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Trust and the
Property Trustee duly executed by, the Holder thereof or such Holder's attorney
duly authorized in writing), and the Trust shall execute and the Property
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, one or more new certificates representing an aggregate amount
equal to, and in exchange for, the portion of Securities represented by such
certificate or certificates so surrendered that is not purchased.

                (g)     In connection with any offer to purchase or purchase of
Securities under this paragraph 5 (provided that such offer or purchase
constitutes an "issuer tender offer" for purposes of Rule 13e-4 (or any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company and the Trust shall (i) comply with Rules 13e-4 and 14e-1
under the Exchange Act, if applicable, (ii) file the related Schedule 13E-4 (or
any successor schedule, form or report) under the Exchange Act, if required, and
(iii) otherwise comply with all applicable Federal and state securities laws so
as to permit the rights and obligations under the Indenture to be exercised to
the greatest extent practicable in the time and the manner specified.

        6.      Repurchase at Option of the Holder.

                (a)     The Exchangeable Preferred Securities shall be purchased
by the Trust, at the option of the Holder thereof, in whole or in part, on March
15, 2010, March 15, 2013 or March 15, 2018 (each, a "Purchase Date"), at a
purchase price (the "Purchase Price") equal to: the Adjusted Liquidation
Amount as of the Purchase Date, plus accrued and unpaid Distributions to but
not including the Purchase Date plus any Final Period Distribution. A Holder may
exercise its option upon delivery to the Property Trustee of a Purchase Notice
(in the form appearing in Exhibit A-1 to the Declaration), properly completed at
such time. The Property Trustee shall thereupon notify the Company of the
Holder's election to have such Exchangeable Preferred Securities purchased by
the Trust and exercise the corresponding election to have the Company purchase
such Debentures. If a Holder fails to indicate such Holder's choice with respect
to the election set forth in paragraph (c) of the Purchase Notice, such Holder
shall be deemed to have elected to receive cash in respect of the Purchase Price
for all Securities subject to such Purchase Notice in the circumstances set
forth in such paragraph (c). A Holder shall have the right to withdraw its
Purchase Notice at any time prior to the close of business on the third Business
Day prior to the Purchase Date by delivery of a written notice of withdrawal to
the Property Trustee setting forth the name of the Holder, the certificate
number of the Securities delivered for purchase, in the case of a Definitive
Security, the number of Securities delivered for purchase, the Adjusted
Liquidation Amount of the BUCS being withdrawn and the liquidation preference,
if any, of the BUCS that remain subject to the Purchase Notice and a statement
that such Holder is withdrawing its election to have such Securities purchased.

                                       9



                (b)     The Securities to be purchased pursuant to this Section
6 may be paid for, at the election of the Company, in cash, BSkyB Ordinary
Shares or News Corporation Preferred ADSs, or in any combination thereof (the
"Purchase Consideration"). The Company shall designate, in a notice (the
"Company Notice") delivered to the Property Trustee not less than 30 nor more
than 60 days prior to each Purchase Date (the "Company Notice Date"), whether
the Company will purchase the Securities for cash or some other form of Purchase
Consideration, or, if a combination thereof, the percentages of the Purchase
Price of Securities in respect of which it will pay in cash or some other form
of Purchase Consideration; provided that the Company will pay cash for
fractional interests in BSkyB Ordinary Shares or News Corporation Preferred
ADSs. The Company Notice shall be delivered to the Holders by the Property
Trustee not less than 30 nor more than 60 days prior to each Purchase Date. For
purposes of determining the existence of potential fractional interests, all
Securities subject to purchase by the Company held by a Holder shall be
considered together (no matter how many separate certificates are to be
presented).

                In the event that the Company is unable to purchase the
Securities for BSkyB Ordinary Shares or News Corporation Preferred ADSs because
of the failure to fulfill any conditions described in the Indenture for such
delivery, including, without limitation, any necessary qualifications or
registrations of the foregoing under applicable Federal or state securities
laws, the Company may purchase the Securities for cash.

                The Company may not change its election with respect to the form
of Purchase Consideration (or components or percentages of components thereof)
to be paid once the Company has delivered its Company Notice to the Property
Trustee except pursuant to this Section 6(b) in the event of a failure to
satisfy, prior to the close of business on the Purchase Date, any condition to
the payment of the Purchase Price, in whole or in part, in BSkyB Ordinary Shares
or News Corporation Preferred ADSs.

                The Company Notice shall state:

                        (i)     the Purchase Price, the form of Purchase
Consideration, and the Exchange Rate (as such term is defined in the Indenture)
then in effect;

                        (ii)    the name and address of the Paying Agent and the
Exchange Agent;

                        (iii)   that Securities as to which a Purchase Notice
has been given may be exchanged if they are otherwise exchangeable only if the
applicable Purchase Notice has been withdrawn in accordance with paragraph 6(a)
of this Annex I;

                        (iv)    that Securities must be surrendered to the
Paying Agent to collect payment;

                        (v)     that the Purchase Price for any security as to
which a Purchase Notice has been given and not withdrawn will be paid promptly
following the later of (1) the Purchase Date and (2) the time of surrender of
such Security;

                                       10



                        (vi)    the procedures the Holder must follow (including
the timing thereof) to exercise rights under paragraph 6 of this Annex I and a
brief description of those rights;

                        (vii)   briefly, the exchange rights of the Securities;

                        (viii)  the procedures for withdrawing a Purchase
Notice;

                        (ix)    that, unless the Company defaults in making
payment on Securities for which a Purchase Notice has been submitted,
Distributions on such Securities will cease to accrue on the Purchase Date; and

                        (x)     the CUSIP number of the Securities.

                In the event that the Company has elected to pay the Purchase
Price (or a specified percentage thereof) with a form of Purchase Consideration
other than cash on the Purchase Date, the notice shall also:

                (1)     state that each Holder will receive BSkyB Ordinary
        Shares or News Corporation Preferred ADSs, as the case may be, equal to
        such specified percentage of the Purchase Price of the Securities held
        by such Holder (except any cash amount to be paid in lieu of fractional
        shares); and

                (2)     set forth the method of calculating the number of
        securities to be delivered.

                All BSkyB Ordinary Shares or News Corporation Preferred ADSs, as
applicable, delivered upon purchase of the Securities shall be duly authorized,
validly issued, fully paid and nonassessable, and shall be free from preemptive
rights and any lien or adverse claim and otherwise satisfy the requirements of
Section 11.1 of the Indenture.

                Pursuant to the Indenture each of News Corporation and the
Company shall use its best efforts to list or cause to have quoted any News
Corporation Preferred ADSs to be issued to purchase Securities on each national
securities exchange or over-the-counter or other domestic market on which the
News Corporation Preferred ADSs are then listed or quoted.

                (c)     When Exchangeable Preferred Securities are tendered to
the Property Trustee, the Property Trustee will tender to the Company Debentures
in Original Principal Amount equal to the Original Liquidation Preference of the
Exchangeable Preferred Securities tendered to it in exchange for the Purchase
Price thereon and shall tender them for purchase on behalf of the Holder. On or
prior to 10:00 a.m. New York City time on the Purchase Date, the Company shall
deposit cash or such other form of Purchase Consideration, or a combination
thereof, as applicable, with the Property Trustee or the Paying Agent sufficient
to pay the aggregate Purchase Price of all Securities to be purchased pursuant
to this paragraph 6. No payment or adjustment will be made for dividends on the
BSkyB Ordinary Shares or News Corporation Preferred ADSs the record date for
which occurred prior to the Purchase Date.

                                       11



                (d)     If a Holder of a Security purchased on a Purchase Date
is paid in a form of Purchase Consideration other than cash, the Company shall
pay any documentary, stamp or similar issue or transfer tax due on such issue
and delivery of such consideration. However, the Holder shall pay any such tax
which is due because the Holder requests the Purchase Consideration to be issued
or delivered in a name other than the Holder's name. The Paying Agent may refuse
to deliver the certificates representing the Purchase Consideration being issued
in a name other than the Holder's name until the Paying Agent receives a sum
sufficient to pay any tax which will be due because the Purchase Consideration
is to be issued or delivered in a name other than the Holder's name. Nothing
herein shall preclude any income tax withholding required by law or regulations.

                (e)     Upon receipt by the Paying Agent of properly tendered
Securities by receipt of a Purchase Notice together, if the Security is a
Definitive Security, with such Definitive Security, the Holder of the Security
in respect of which such proper tender was made shall (unless the tender of such
Security is properly withdrawn) thereafter be entitled to receive solely the
Purchase Price with respect to such Security. Upon delivery of a Purchase Notice
and surrender of any such Definitive Security, if applicable, for purchase in
accordance with the foregoing provisions, such Security shall be paid by the
Paying Agent, subject to receipt of funds and/or securities by the Paying Agent,
at the Purchase Price promptly following the later of (x) the Purchase Date and
(y) the time of delivery of such Security to the Paying Agent by the Holder;
provided, however, that Distributions which are due on or prior to the Purchase
Date shall be payable to the Holders of such Securities, or one or more
predecessor Securities, registered as such on the relevant record dates set
forth herein. If any Security tendered for purchase shall not be so paid upon
surrender thereof, Distributions thereon shall, until paid, continue to accrue
from the Purchase Date at the rate borne by such Security.

                (f)     In the case of Definitive Securities, any Security
represented by one or more Certificates that is to be purchased only in part
shall be surrendered to a Paying Agent at the office of such Paying Agent (with,
if the Company or the Property Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Property Trustee duly executed by, the Holder thereof or such Holder's attorney
duly authorized in writing), and the Company shall execute and the Property
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, one or more new certificates representing an aggregate amount
equal to, and in exchange for, the portion of Securities represented by such
certificate or certificates so surrendered that is not purchased.

                (g)     In connection with any purchase of Securities under this
paragraph 6 (provided that such purchase constitutes an "issuer tender offer"
for purposes of Rule 13e-4 (or any successor provision thereto) under the
Exchange Act at the time of such purchase), the Company and the Trust shall (i)
comply with Rules 13e-4 and 14e-1 under the Exchange Act, if applicable, (ii)
file the related Schedule TO (or any successor schedule, form or report) under
the Exchange Act, if required, and (iii) otherwise comply with all applicable
Federal and state securities laws so as to permit the rights and obligations
under the Indenture to be exercised to the greatest extent practicable in the
time and the manner specified.

                                       12



                (h)     If the Company elects to pay in BSkyB Ordinary Shares or
News Corporation preferred ADSs, the number of securities so delivered shall be
determined by dividing the Purchase Price by the Current Market Value of such
securities.

        7.      Exercise of Exchange Rights.

                The Holders of Securities shall have the right at any time on or
after April 2, 2004 and prior to 5:00 p.m. New York City time, on the third
Business Day immediately preceding the date of repayment or repurchase of such
Securities, whether at maturity or upon redemption (either at the option of the
Company or pursuant to a Tax Event or an obligation to pay Additional Amounts as
described in Section 3.7 of the Indenture), at their option to cause the
Exchange Agent to exchange Securities, on behalf of the exchanging Holders, into
the Exchange Market Value of the Reference Shares, all as described in the
Indenture. The Company shall have the option to pay the Exchange Market Value in
cash or Reference Shares or, if the Company elects to deliver Reference Shares,
at the election of the Holder (to the extent that BSkyB Ordinary Shares would be
delivered to such holders as a part of the Reference Shares), BSkyB ADSs (the
"Exchange Consideration"), or it may pay in any combination thereof, in the
manner described herein and in the Indenture, subject to the following terms and
conditions:

                (a)     The Securities will be exchangeable at the offices of
the Exchange Agent into Exchange Consideration, as set forth in the Indenture,
pursuant to the Holder's direction to the Exchange Agent to exchange such
Securities for a portion of the Debentures theretofore held by the Trust on the
basis of one US$1,000 Original Principal Amount of Debentures for each
Exchangeable Preferred Security with Original Liquidation Preference of US$1,000
being exercised, and immediately exchange such amount of Debentures into
Exchange Consideration as set forth in the Indenture.

                (b)     When a Holder surrenders Securities for exchange with
the Exchange Request and any required cash payments as described below, which
request shall be irrevocable, such day shall be deemed for this Section 7 to be
the "Exchange Day" if completed by 9:30 a.m. New York City time, and if after
9:30 a.m. New York City time, the following Trading Day (as defined in the
Indenture) will be considered the Exchange Day. On the Exchange Day, the
Exchange Agent will, if the Company so requests, cause the Securities to be
offered to a financial institution chosen by the Company (the "Designated
Financial Institution") for exchange into the number of Reference Shares to
which the Holder would be entitled upon an Exchange of such Securities for all
Reference Shares, plus cash for any fractional shares. If the Designated
Financial Institution wishes to accept such offer, it must so notify the
Exchange Agent no later than the close of business on the Exchange Day (unless a
later time is agreed to by the Company) and shall deliver the Reference Shares
to the Exchange Agent no later than the fourth Trading Day after the Exchange
Day. The Securities shall be delivered to the Designated Financial Institution
on such date and shall remain outstanding. If the Designated Financial
Institution does not accept such Securities, the Company shall notify the
Exchange Agent of its election to pay cash or deliver Reference Shares, or a
combination of the foregoing, which shall be irrevocable, by no later than 5:00
pm, New York City time, on the Trading Day next following the applicable
Exchange Day. The Exchange Agent shall notify the exchanging Holder of the
Company's election prior to 10:00am, New York City time, on the second Trading
day after the Exchange Day.

                                       13



                (c)     In order to exchange Securities, the Holder shall submit
to the Exchange Agent at the office referred to above an irrevocable request in
the form appearing in Schedule A-1 to exchange Securities on behalf of such
Holder (the "Exchange Request"), together, if the Securities are in certificated
form, with such certificates. The Exchange Request shall (i) set forth the
number of Securities to be exchanged and the name or names, if other than the
Holder, to which the Exchange Consideration (if other than cash) should be
delivered and (ii) direct the Exchange Agent (a) to exchange such Securities for
a pro rata portion of the Debentures held by the Trust (at the rate of exchange
specified in the Indenture) and (b) to immediately exchange such Debentures on
behalf of such Holder into the appropriate Exchange Consideration (at the
exchange rate specified in the Indenture). The Exchange Agent shall notify the
Trust of the Holder's election to exchange Securities for a portion of the
Debentures held by the Trust and the Trust shall, upon receipt of such notice,
deliver to the Exchange Agent the appropriate Original Principal Amount at
maturity of Debentures for exchange in accordance with this paragraph. The
Exchange Agent shall thereupon notify News America of the Holder's election to
exchange such Debentures. Holders of Securities at the close of business on a
Distribution record date will be entitled to receive the Distribution payable on
such Securities on the corresponding Distribution Payment Date notwithstanding
the exchange of such Securities following such record date but prior to such
Distribution Payment Date. When such Securities are surrendered for exchange
they must be accompanied by the payment of an amount equal to the Distribution
to be paid on such payment date. Except as provided above, neither the Trust nor
Company will make, or be required to make, any payment, allowance or adjustment
upon any exchange on account of any accumulated and unpaid Distributions accrued
on the Securities surrendered for exchange. Securities shall be deemed to have
been exchanged immediately prior to the close of business on the day on which an
Exchange Request relating to such Securities (together with any certificated
securities and payments required thereby) is received by the Trust in accordance
with the foregoing provision. The Person or Persons entitled to receive the
Exchange Consideration issuable upon exchange of the Debentures shall be treated
for all purposes as the record holder or holders of such Exchange Consideration
(if other than cash) at such time.

                (d)     News America (or the Designated Financial Institution)
shall issue and deliver at the office of the Exchange Agent the appropriate
Exchange Consideration, together with any cash payment in lieu of any fractural
security to the Person or Persons entitled to receive the same, unless otherwise
directed by the Holder in the Notice of Exchange and the Exchange Agent shall
deliver such Exchange Consideration to such Person or Persons as follows:

                        (i)     If News America elects to deliver all cash to
holders surrendering a Debenture for exchange, News America shall pay an amount
of cash in Dollars (as defined in the Indenture) per Debenture equal to the
Exchange Market Value of such Debenture. If News America elects to pay cash,
such cash payment will be made to the holder surrendering such Debentures and by
the Exchange Agent to the Holder surrendering Securities no later than three
Business Days following the end of the measurement period for determining the
amount of cash to be paid, as set forth in the Indenture;

                        (ii)    If News America elects to deliver all Reference
Shares to a holder surrendering a Debenture for exchange, the Reference Shares
shall be delivered to the Holder of

                                       14



Securities submitted for exchange through the Exchange Agent no later than the
fourth Business Day after the Exchange Day; or

                        (iii)   If News America elects to deliver a combination
of Reference Shares and cash, the cash and Reference Shares shall be delivered
to the holder surrendering such Debentures and by the Exchange Agent to the
Holder surrendering Securities at the same time as if such payment were all
cash, as provided in clause (i) above.

                In the event the Designated Financial Institution referred to
above accepts Securities for exchange and fails to deliver the Reference Shares
it is required to deliver as set forth above, such shares shall be delivered by
the Company within the following five Business Days.

                Notwithstanding the foregoing, if a Holder, in its Notice of
Exchange indicates that it prefers to receive BSkyB ADSs in lieu of BSkyB
Ordinary Shares and the Company (though not the Designated Financial
Institution, which shall only be required to deliver BSkyB Ordinary Shares if it
accepts any Securities) gives notice of its intention to deliver BSkyB Ordinary
Shares upon exchange, instead of delivering such shares to such Holder, the
Company shall deliver the appropriate number of BSkyB ADSs, representing the
number of BSkyB Ordinary Shares to which the Holder would be entitled.

                (e)     Each Holder of a Security by his acceptance thereof
appoints The Bank of New York as "Exchange Agent" for the purpose of effecting
the exchange of Securities in accordance with this Section. In effecting the
exchange and transactions described in this Section, the Exchange Agent shall be
acting as agent of the Holders of Securities directing it to effect such
exchange transactions. The Exchange Agent is hereby authorized (i) to exchange
Securities from time to time for Debentures held by the Trust in connection with
the exchange of such Securities in accordance with this paragraph 7 and (ii) to
exchange all or a portion of the Debentures into the applicable Exchange
Consideration and thereafter to deliver such Exchange Consideration in
accordance with the provisions of this Section and to deliver to the Trust a new
Debenture or Debentures for any resulting unexchanged principal amount.

                (f)     No fractional BSkyB Ordinary Shares or BSkyB ADSs will
be delivered as a result of exchange, but in lieu thereof, such fractional
interest will be paid in cash by News America to the Exchange Agent, which in
turn will make such payment to the Holder or Holders of Securities so exchanged.

                (g)     Any BSkyB Ordinary Shares that are originally delivered
upon exchange of the Debentures shall be duly authorized, validly issued and
fully paid and nonassessable. The Trust shall deliver the appropriate Exchange
Consideration received upon exchange of the Debentures to the exchanging Holder
free and clear of all liens, charges, security interests and encumbrances,
except for United States withholding taxes. News America and the Trust, as
applicable, shall prepare and shall use reasonable best efforts to obtain and
keep in force such governmental regulatory permits or other authorizations as
may be required by law, and shall comply with all applicable requirements as to
registration or qualification of the Exchange Consideration and all
requirements to list the Exchange Consideration issuable upon exchange of the
Debentures (other than cash) that are at the time applicable, in order to enable
BSkyB or

                                       15



News Corporation to lawfully deliver the appropriate Exchange Consideration to
the Trust upon conversion of the Debentures and the Trust to lawfully deliver
such Exchange Consideration to each Holder upon exchange of the Securities.

                (h)     News America will pay any and all taxes that may be
payable in respect of the issue and delivery of Exchange Consideration other
than cash upon exchange of Debentures and the delivery of such Exchange
Consideration by the Trust upon exchange of the Securities. News America shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of Exchange Consideration (other
than cash) in a name other than that in which the Securities so exchanged were
registered, and no such issue and delivery shall be made unless and until the
person requesting such issue has paid to the Trust the amount of any such tax,
or has established to the satisfaction of the Trust that such tax has been paid.

                (i)     Nothing in the preceding paragraph (h) shall limit the
requirement of the Trust to withhold taxes pursuant to the terms of the
Securities or set forth in Annex I to the Declaration or in the Declaration
itself or otherwise require the Property Trustee or the Trust to pay any amounts
on account of such withholdings.

        8.      Voting Rights - Exchangeable Preferred Securities.

                (a)     Except as provided under paragraphs 8 and 11 hereof, in
the Statutory Trust Act and as otherwise required by law and the Declaration,
the Holders of the Exchangeable Preferred Securities will have no voting rights.

                (b)     Subject to the requirements set forth in this paragraph,
the Holders of a Majority in Stated Liquidation Amount of the Exchangeable
Preferred Securities, voting separately as a class, may direct the time, method,
and place of conducting any proceeding for any remedy available to the Property
Trustee, or direct the exercise of any trust or power conferred upon the
Property Trustee under the Declaration, including the right to direct the
Property Trustee, as holder of the Debentures, to (i) direct the time, method,
and place of exercising any trust or power conferred upon the Debenture Trustee
with respect to the Debentures or the Guarantees, (ii) waive any past default
and its consequences that is waivable under the Indenture or the Guarantees,
(iii) exercise any right to rescind or annul a declaration that the Debentures
shall be due and payable prior to their maturity, or (iv) consent to any
amendment, modification or termination of the Indenture, the Debentures or the
Guarantees. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Exchangeable Preferred
Securities. Except with respect to directing the time, method, and place of
conducting a proceeding for a remedy available to the Property Trustee, the
Property Trustee, as holder of the Debentures, shall be under no obligation to
take any action in accordance with the directions of the Holders of the
Exchangeable Preferred Securities under this paragraph unless the Property
Trustee has obtained an opinion of a nationally recognized independent tax
counsel experienced in such matters to the effect that for United States Federal
income tax purposes the Trust will not be classified as other than a grantor
trust on account of such action and each Holder will be treated as owning an
undivided beneficial interest in the Debentures. Except as otherwise expressly
permitted herein, a Holder of Exchangeable Preferred Securities may institute
any action directly against the Debenture Issuer or any of the Guarantors to
enforce

                                       16



the Property Trustee's rights under the Indenture or Debentures or the
guarantees thereof, only if (i) such Holder previously shall have given the
Property Trustee written notice of an Event of Default and the continuance
thereof, (ii) the Holders of not less than 25% of the aggregate Adjusted
Liquidation Amount of the Exchangeable Preferred Securities then outstanding
shall have requested the Property Trustee to institute such action and shall
have offered the Property Trustee reasonable indemnification and (iii) the
Property Trustee shall not have instituted such action within 90 days of such
request. In such circumstances, such Holder may directly institute a legal
proceeding against the Debenture Issuer and the Guarantors to enforce the
Property Trustee's rights under the Indenture, the Debentures and the Guarantees
without first instituting a legal proceeding against the Property Trustee or any
other Person or entity. If a failure of the Trust to pay distributions on any
Exchangeable Preferred Securities is attributable to the failure of the Company
or a Guarantor to pay any interest, or principal, redemption amounts, Purchase
Price, Change of Control Purchase Price or other amount due on the Debentures on
the date such amount is otherwise payable, then a holder of Exchangeable
Preferred Securities may directly institute a proceeding for enforcement of such
payment to such holder (a "Direct Action"). Except as provided in the preceding
sentence, the Holders of Exchangeable Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.
In connection with such Direct Action, the Debenture Issuer will be subrogated
to the rights of such Holder of Exchangeable Preferred Securities under the
Declaration to the extent of any payment made by the Debenture Issuer to such
holder of Exchangeable Preferred Securities in such Direct Action.

                Any required approval or direction of Holders of Exchangeable
Preferred Securities may be given at a separate meeting of Holders of
Exchangeable Preferred Securities convened for such purpose, at a meeting of all
of the Holders of Securities in the Trust or pursuant to written consent. The
Regular Trustees will cause a notice of any meeting at which Holders of
Exchangeable Preferred Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Exchangeable Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.

                No vote or consent of the Holders of the Exchangeable Preferred
Securities will be required for the Trust to redeem and cancel Exchangeable
Preferred Securities or to distribute the Debentures in accordance with this
Declaration and the terms of the Securities.

                Notwithstanding that Holders of Exchangeable Preferred
Securities are entitled to vote or consent under any of the circumstances
described above, any of the Exchangeable Preferred Securities that are owned by
News Corporation or any Affiliate of News Corporation shall not be entitled to
vote or consent and shall, for purposes of such vote or consent, be treated as
if such Exchangeable Preferred Securities were not outstanding.

                                       17



        9.      Voting Rights - Common Securities.

                (a)     Except as provided under Sections 9(b), 9(c) and 11, in
the Statutory Trust Act and as otherwise required by law and the Declaration,
the Holders of the Common Securities will have no voting rights.

                (b)     The Holders of the Common Securities are entitled, in
accordance with and subject to Article V of the Declaration, to vote to appoint,
remove or replace any Trustee or to increase or decrease the number of Trustees.

                (c)     Subject to Section 2.6 of the Declaration and only after
the Event of Default with respect to the Exchangeable Preferred Securities has
been cured, waived, or otherwise eliminated and subject to the requirements of
the second to last sentence of this paragraph, the Holders of a Majority in
Stated Liquidation Amount of the Common Securities, voting separately as a
class, may direct the time, method, and place of conducting any proceeding for
any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under the Declaration,
including to (i) direct the time, method, and place of exercising any trust or
power conferred upon the Debenture Trustee with respect to the Debentures, (ii)
waive any past default and its consequences that is waivable under the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Debentures shall be due and payable prior to their stated
maturity, or (iv) consent to any amendment, modification or termination of the
Indenture or the Debentures. Pursuant to this paragraph 9(c), the Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Common Securities. Other than with respect to directing
the exercise of any remedy available to the Property Trustee or the Debenture
Trustee as set forth above, the Property Trustee shall be under no obligation to
take any action in accordance with the directions of the Holders of the Common
Securities under this paragraph unless the Property Trustee has obtained an
opinion of independent tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action and each Holder will be treated as
owning an undivided beneficial interest in the Debentures. If the Property
Trustee fails to enforce its rights under the Declaration, any Holder of Common
Securities may institute a legal proceeding directly against the Debenture
Issuer and the Guarantors and any other Person to enforce the Property Trustee's
rights under the Declaration, without first instituting a legal proceeding
against the Property Trustee or any other Person.

                Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

                                       18



                No vote or consent of the Holders of the Common Securities will
be required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

        10.     Registration Rights.

                The Holders of the Exchangeable Preferred Securities, the
Debentures, the Exchangeable Preferred Securities Guarantee and the Guarantee
are entitled to the benefits of a Registration Rights Agreement.

        11.     Amendments to Declaration and Indenture.

                In addition to any requirements under paragraph 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of Exchangeable Preferred
Securities and Common Securities as a class, will be entitled to vote on such
amendment or proposal (but not on any other amendment or proposal) and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in Stated Liquidation Amount of the Securities
affected thereby, voting together as a single class.

        12.     References herein to "pro rata".

                A reference in these terms of the Securities to any payment,
distribution or treatment as being "pro rata" shall mean pro rata to each Holder
of Securities according to the aggregate Original Liquidation Amount of the
Securities held by the relevant Holder in relation to the aggregate Original
Liquidation Preference of all Securities outstanding unless, in relation to a
payment, an Event of Default under the Declaration has occurred and is
continuing, in which case any funds available to make such payment shall be paid
first to each Holder of the Exchangeable Preferred Securities pro rata according
to the aggregate Original Liquidation Preference of Exchangeable Preferred
Securities held by the relevant Holder relative to the aggregate Original
Liquidation Preference of all Exchangeable Preferred Securities outstanding, and
only after satisfaction of all amounts owed to the Holders of the Exchangeable
Preferred Securities, to each Holder of Common Securities pro rata according to
the aggregate Original Liquidation Amount of Common Securities held by the
relevant Holder relative to the aggregate Original Liquidation Amount of all
Common Securities outstanding.

        13.     Ranking.

                The Exchangeable Preferred Securities rank pari passu and
payment thereon shall be made pro rata with the Common Securities except that,
where a Declaration Event of Default occurs and is continuing under the
Declaration, the rights of Holders of the Common Securities to payment in
respect of Distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights to payment of the Holders of the Exchangeable
Preferred Securities.

                                       19



        14.     Acceptance of Securities Guarantee and Indenture.

                Each Holder of Exchangeable Preferred Securities and Common
Securities, by the acceptance thereof, agrees to the provisions of the
Exchangeable Preferred Securities Guarantee and to the provisions of the
Indenture.

        15.     No Preemptive Rights.

                The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

        16.     Declaration Event of Default.

                An Event of Default under the Indenture shall constitute a
Declaration Event of Default.

        17.     Miscellaneous.

                This Annex I constitutes a part of the Declaration.

                The Company will provide a copy of the Declaration, the
Exchangeable Preferred Securities Guarantee, and the Indenture to a Holder
without charge on written request to the Sponsor at its principal place of
business.

                                       20



                                   EXHIBIT A-1

               FORM OF EXCHANGEABLE PREFERRED SECURITY CERTIFICATE

                THIS EXCHANGEABLE PREFERRED SECURITY IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF
THE DEPOSITARY. THIS EXCHANGEABLE PREFERRED SECURITY IS EXCHANGEABLE FOR
EXCHANGEABLE PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
DECLARATION AND NO TRANSFER OF THIS EXCHANGEABLE PREFERRED SECURITY (OTHER THAN
A TRANSFER OF THIS EXCHANGEABLE PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

                UNLESS THIS EXCHANGEABLE PREFERRED SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY EXCHANGEABLE PREFERRED SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

                THIS SECURITY WAS ISSUED WITH ORIGINAL DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE PER US$1,000 PRINCIPAL AMOUNT
OF THIS IS US$1,000, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS US$1,627.37 THE
ISSUE DATE IS MARCH 21, 2003 AND THE YIELD TO MATURITY, COMPOUNDED SEMI-ANNUALLY
IS 4.85%. THE SCHEDULE OF



PROJECTED PAYMENTS CONSISTS OF (A) A PAYMENT OF INTEREST EQUAL TO US$3.625 ON
SEPTEMBER 15, 2003, (B) PAYMENTS OF INTEREST EQUAL TO US$3.75 ON EACH SUBSEQUENT
SEMI-ANNUAL INTEREST PAYMENT DATE (INCLUDING THE MATURITY DATE) AND (C) A
PAYMENT OF A PROJECTED AMOUNT AT THE MATURITY DATE OF THE DEBENTURES (EXCLUDING
THE STATED SEMI-ANNUAL INTEREST ON THE DEBENTURES PAYABLE ON SUCH DATE) EQUAL TO
US$2,627.23.

Certificate Number__              Number of Exchangeable Preferred Securities

                                                       CUSIP NO. 65248V205

            Certificate Evidencing Exchangeable Preferred Securities

                                       of

                        News Corporation Finance Trust II

                 0.75% Senior Exchangeable Preferred Securities
  (Original Liquidation Preference US$1,000 per Exchangeable Preferred Security)

                NEWS CORPORATION FINANCE TRUST II, a statutory trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
CEDE & CO. (the "Holder") is the registered owner of
________________________________________exchangeable preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the 0.75% Senior Exchangeable Preferred Securities (the "Exchangeable
Preferred Securities"). The Exchangeable Preferred Securities are transferable
on the books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Exchangeable Preferred Securities are set
forth in, and this certificate and the Exchangeable Preferred Securities
represented hereby are issued and shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of March 21, 2003, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Exchangeable
Preferred Securities as set forth in Annex I thereto. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Exchangeable Preferred Securities
Guarantee to the extent provided therein. The Company will provide a copy of the
Declaration, the Exchangeable Preferred Securities Guarantee and the Indenture
to a Holder without charge upon written request to the Company at its principal
place of business.

                Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Exchangeable
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.



                Unless the Property Trustee's Certificate of Authentication
hereon has been properly executed, these Exchangeable Preferred Securities shall
not be entitled to any benefit under the Declaration or be valid or obligatory
for any purpose.

                IN WITNESS WHEREOF, the Trust has executed this certificate as
of this ____ day of March 2003.

                                     NEWS CORPORATION FINANCE TRUST II


                                     ___________________________________
                                     __________________, as Trustee


                                     ___________________________________
                                     __________________, as Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Exchangeable Preferred Securities referred to in the
within-mentioned Declaration.

Dated: As of March __, 2003.

                                            The Bank of New York,
                                            as Property Trustee

                                            By:
                                               -------------------------------
                                                Authorized Signatory



                                   ----------

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Exchangeable
Preferred Security Certificate to:

________________________________________________________________________________
________________________________________________________________________________
_______________________________________
        (Insert assignee's social security or tax identification number)


________________________________________________________________________________
________________________________________________________________________________
_______________________________
        (Insert address and zip code of assignee)


and irrevocably appoints

____________________________________________________________________
____________________________________________________________________
___________________________________________________________ agent to transfer
this Exchangeable Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date:
     -------------------

Signature:
          ---------------------------
(Sign exactly as your name appears on the other side of this Exchangeable
Preferred Security Certificate)



                    EXCHANGE NOTICE FOR CERTIFICATED SECURITY

To exchange this Security as provided in the Declaration check the box:
                               [ ]

To exchange only part of this Security, state the Original Liquidation
Preference to be exchanged (which must be US$1,000 or an integral multiple of
US$1,000):

        $______________

If the Company elects to deliver BSkyB Ordinary Shares, in whole or in part,
upon exchange indicate whether you would prefer BSkyB Ordinary Shares [ ] BSkyB
ADSs [ ]

Please fill in the form below providing the information requested with respect
to the holder of BSkyB Ordinary Shares or ADSs

________________________________________________________________________________
         (Insert social security
              or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
            (Print or type other person's name, address and zip code)

________________________________________________________________________________

Date:
     -------------------
Your Signature:
               -----------------------------------------------------------------

- --------------------------------------------------------------------------------
 (Sign exactly as your name appears on
    the other side of this Security)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



                                 PURCHASE NOTICE
                           FOR CERTIFICATED SECURITIES

                To cause the Company to purchase this Security on ________ __,
20__, check the box:
                                       [ ]

                In addition, set forth the following information:

                (a)     The Certificate Number(s) of the Securities that will be
delivered to be purchased;

                (b)     The portion of the Original Liquidation Preference of
the Securities that will be delivered for purchase (which must be US$1,000 or an
integral multiple thereof); and

                (c)     If the Company has elected to pay all or a portion of
the Purchase Price by the delivery of BSkyB Ordinary Shares, but such portion
may not be paid as a result of failure to satisfy one or more required
conditions prior to the Purchase Date, the undersigned elects (select one):

[ ]     to withdraw such Purchase Notice as to US$________ Original Liquidation
        Preference of Securities (Certificate Nos.   ) and to receive cash as to
        the remainder of the Securities referred to in clause (b) above

[ ]     to receive cash in respect of the Purchase Price for all Securities
        subject to such Purchase Notice

                The undersigned acknowledges that this Security will be
delivered pursuant to the terms and conditions specified in the Indenture and
paragraph 6 hereof.

- --------------------------------------------------------------------------------

Date:               Your Signature
     --------------               ----------------------------------------------

- --------------------------------------------------------------------------------
        (Sign exactly as your name appears on the other side of this Security)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



                        CHANGE OF CONTROL PURCHASE NOTICE
                           FOR CERTIFICATED SECURITIES

                To cause the Company to purchase this Security in the event of
any Change of Control of News Corporation, check the box:
                                       [ ]

                In addition, set forth the following information:

                (a)     The Certificate Number(s) of the Securities that will be
delivered to be purchased; and

                (b)     The portion of the Original Liquidation Preference of
the Securities that will be delivered for purchase (which must be US$1,000 or an
integral multiple thereof).

                The undersigned acknowledges that this Security will be
delivered pursuant to the terms and conditions specified in the Indenture and
paragraph 6 hereof.

- --------------------------------------------------------------------------------

Date:               Your Signature
     --------------

- --------------------------------------------------------------------------------
        (Sign exactly as your name appears on the other side of this Security)

- -------------------------

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                          TRANSFER OF THIS CERTIFICATE
                          IS SUBJECT TO THE CONDITIONS
                          SET FORTH IN THE DECLARATION
                                REFERRED TO BELOW

Certificate No.: ____                   Number of Common Securities: ___________

                    Certificate Evidencing Common Securities

                                       of

                        NEWS CORPORATION FINANCE TRUST II

                   0.75% Senior Exchangeable Common Securities
          (Original Liquidation Preference US$1000 per Common Security)

                NEWS CORPORATION FINANCE TRUST II, a statutory trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
News America Incorporated, a Delaware corporation, (the "Holder") is the
registered owner of ________ common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the 0.75%
Senior Exchangeable Common Securities (the "Common Securities"). The Common
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer and satisfaction of the other conditions set
forth in the Declaration (as defined below), including, without limitation,
Section 9.1 thereof. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of March 21,
2003, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth in
Annex I thereto. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration.

                Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.



                By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.

                Unless the Property Trustee's Certificate of Authentication
hereon has been properly executed, these Common Securities shall not be entitled
to any benefit under the Declaration or be valid or obligatory for any purpose.

        IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of March, 2003.

                                     NEWS CORPORATION FINANCE TRUST II


                                     _______________________________
                                     _______________, as Trustee


                                     _______________________________
                                     _______________, as Trustee


                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Common Securities referred to in the within-mentioned
Declaration.

Dated: March __, 2003.

                                     The Bank of New York,
                                     as Property Trustee

                                     By:
                                     Authorized Signatory



                                   ----------

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

________________________________________________________________________________
________________________________________________________________________________
_______________________________________
(Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints ___________________________________________
________________________________________________________________________________
_________________________________ agent to transfer this Common Security
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.

Date:
      ------------------------

Signature:
           -------------------
(Sign exactly as your name appears on the other side of this Common Security
Certificate)

EX-4.5

                                                                     EXHIBIT 4.5

- --------------------------------------------------------------------------------

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                          The News Corporation Limited

                           Dated as of March 21, 2003

                       0.75% Senior Exchangeable BUCS(SM)

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS

                                                                                                     
ARTICLE I DEFINITIONS AND INTERPRETATION....................................................................1
   Section 1.1       Definitions and Interpretation.........................................................1

ARTICLE II TRUST INDENTURE ACT..............................................................................5
   Section 2.1       Trust Indenture Act; Application.......................................................5
   Section 2.2       Lists of Holders of Securities.........................................................5
   Section 2.3       Reports by the Preferred Guarantee Trustee.............................................6
   Section 2.4       Periodic Reports to Preferred Guarantee Trustee........................................6
   Section 2.5       Evidence of Compliance with Conditions Precedent.......................................6
   Section 2.6       Events of Default; Waiver..............................................................6
   Section 2.7       Event of Default; Notice...............................................................6
   Section 2.8       Conflicting Interests..................................................................7

ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE........................................7
   Section 3.1       Powers and Duties of the Preferred Guarantee Trustee...................................7
   Section 3.2       Certain Rights of Preferred Guarantee Trustee..........................................8
   Section 3.3       Not Responsible for Recitals or Issuance of Guarantee.................................10

ARTICLE IV PREFERRED GUARANTEE TRUSTEE.....................................................................10
   Section 4.1       Preferred Guarantee Trustee; Eligibility..............................................10
   Section 4.2       Appointment, Removal and Resignation of Preferred Guarantee Trustees..................11

ARTICLE V GUARANTEE........................................................................................12
   Section 5.1       Guarantee.............................................................................12
   Section 5.2       [Intentionally Left Blank]............................................................12
   Section 5.3       Waiver of Notice and Demand...........................................................12
   Section 5.4       Obligations Not Affected..............................................................12
   Section 5.5       Rights of Holders.....................................................................13
   Section 5.6       Guarantee of Payment..................................................................13
   Section 5.7       Subrogation...........................................................................13
   Section 5.8       Independent Obligations...............................................................14

ARTICLE VI TERMINATION.....................................................................................14
   Section 6.1       Termination...........................................................................14

ARTICLE VII INDEMNIFICATION................................................................................14
   Section 7.1       Exculpation...........................................................................14

ARTICLE VIII



                                       -i-



                                                                                                     
MISCELLANEOUS..............................................................................................15
   Section 8.1       Successors and Assigns................................................................15
   Section 8.2       Amendments............................................................................15
   Section 8.3       Notices...............................................................................15
   Section 8.4       Benefit...............................................................................16
   Section 8.5       Governing Law.........................................................................16



                                      -ii-



                    PREFERRED SECURITIES GUARANTEE AGREEMENT

        This PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Preferred Securities
Guarantee"), dated as of March 21, 2003, is executed and delivered by The News
Corporation Limited, an Australian corporation (the "Guarantor"), and The Bank
of New York, as trustee (the "Preferred Guarantee Trustee"), for the benefit of
the Holders (as defined herein) from time to time of the Preferred Securities
(as defined herein) of News Corporation Finance Trust II, a Delaware statutory
trust (the "Trust").

        WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of March 21, 2003, among the trustees of the Trust
named therein, News America Incorporated, a Delaware corporation ("NAI"), as
sponsor, and the holders from time to time of undivided beneficial interests in
the assets of the Trust, the Trust is issuing on the date hereof 1,500,000
exchangeable preferred securities, having an aggregate original liquidation
preference of US$1,500,000,000 (plus any additional exchangeable preferred
securities (not to exceed US$250,000,000 in liquidation preference) issued
pursuant to the option to purchase any such additional exchangeable preferred
securities granted to Salomon Smith Barney Inc. and J.P. Morgan Securities Inc.
as set forth in the Purchase Agreement dated as of March 18, 2003 among the
Trust, NAI, The News Corporation Limited, certain of its subsidiaries and the
Initial Purchasers (as defined therein) is exercised), designated the 0.75%
Senior Exchangeable BUCS(SM) (the "Preferred Securities");

        WHEREAS, as an incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to guarantee the
obligations of the Trust to the Holders of the Preferred Securities on the terms
and conditions set forth herein; and

        NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

Section  1.1    Definitions and Interpretation. In this Preferred Securities
Guarantee, unless the context otherwise requires:

        (a)     Capitalized terms used in this Preferred Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;

        (b)     a term defined anywhere in this Preferred Securities Guarantee
has the same meaning throughout;

        (c)     all references to "the Preferred Securities Guarantee" or "this
Preferred Securities Guarantee" are to this Preferred Securities Guarantee as
modified, supplemented or amended from time to time;



        (d)     all references in this Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified;

        (e)     a term defined in the Trust Indenture Act has the same meaning
when used in this Preferred Securities Guarantee, unless otherwise defined in
this Preferred Securities Guarantee or unless the context otherwise requires;

        (f)     a reference to the singular includes the plural and vice versa;

        (g)     a reference to any Person shall include its successors and
assigns;

        (h)     a reference to any agreement or instrument shall mean such
agreement or instrument, as supplemented, modified, amended, or amended and
restated, and in effect from time to time; and

        a reference to any statute, law, rule or regulation, shall include any
amendments thereto applicable to the relevant Person, and any successor statute,
law, rule or regulation.

        "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

        "BSkyB" means British Sky Broadcasting Group, plc, a public limited
company incorporated under the laws of England and Wales or an successor
pursuant to the Indenture.

        "BSkyB ADSs" means the American depositary shares of BSkyB, each
representing four (4) BSkyB Ordinary Shares.

        "BSkyB Ordinary Shares" means the ordinary shares of BSkyB.

        "Business Day" means any day other than a day on which banking
institutions in New York, New York or in Wilmington, Delaware are authorized or
required by any applicable law or executive order to close.

        "Change in Control Purchase Price" shall have the meaning ascribed to
such term in the Indenture.

        "Common Securities" means the securities representing common undivided
beneficial interest in the assets of the Trust.

        "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at 101 Barclay Street, 21 West,
New York, New York 10286 Attention: Corporate Trust Trustee Administration.

        "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

                                       -2-



        "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee.

        "Exchange Market Value" as defined in the Indenture.

        "Final Period Distribution" as defined in the Indenture.

        "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Trust: (i) any accrued and unpaid Distributions (as defined
in the Declaration) that are required to be paid on the Preferred Securities to
the extent NAI and the guarantors of the Senior Debentures have made interest or
principal payments to the Trust on the Senior Debentures held by the Trust, (ii)
the Redemption Price, Purchase Price, or Change in Control Purchase Price, with
respect to any Preferred Securities called or tendered for purchase by or to the
Trust to the extent NAI and the guarantors of the Senior Debentures have made
interest or principal payments to the Trust on the Senior Debentures held by the
Trust, and (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Trust (other than in connection with a distribution of the
Senior Debentures to the Holders in exchange for Preferred Securities or the
redemption of all of the Preferred Securities as provided in the Declaration),
the aggregate of the liquidation preference and all accrued and unpaid
Distributions on the Preferred Securities to the date of payment, to the extent
the Trust has funds available therefor (the "Liquidation Distribution").

        "Holder" shall mean any holder, as registered on the books and records
of the Trust of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder. "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor.

        "Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.

        "Indenture" means the Indenture dated as of March 21, 2003, among NAI,
the Guarantor, the Subsidiary Guarantors and the Indenture Trustee, as trustee,
pursuant to which the Senior Debentures are to be issued to the Property Trustee
of the Trust.

        "Indenture Trustee" means the Person acting as trustee under the
Indenture, initially The Bank of New York.

        "Majority in original aggregate liquidation preference of the Preferred
Securities" means, except as otherwise provided by the Trust Indenture Act, a
vote by Holder(s) of Preferred Securities, voting separately as a class, of more
than 50% of the original aggregate liquidation preference (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all Preferred Securities.

        "News Corporation Preferred ADSs" means the American depositary shares
of Guarantor, each representing four (4) limited voting ordinary shares of the
Guarantor.

                                       -3-



        "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Preferred Securities Guarantee shall include:

                (a)     a statement that each officer signing the Officers'
        Certificate has read the covenant or condition and the definition
        relating thereto;

                (b)     a brief statement of the nature and scope of the
        examination or investigation undertaken by each officer in rendering the
        Officers' Certificate;

                (c)     a statement that each such officer has made such
        examination or investigation as, in such officer's opinion, is necessary
        to enable such officer to express an informed opinion as to whether or
        not such covenant or condition has been complied with; and

                (d)     a statement as to whether, in the opinion of each such
        officer, such condition or covenant has been complied with.

        "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

        "Preferred Guarantee Trustee" means The Bank of New York, until a
Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Preferred Securities Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.

        "Property Trustee" shall have the meaning ascribed thereto in the
Declaration.

        "Purchase Price" shall have the meaning ascribed thereto in the
Indenture.

        "Redemption Price" means the amount payable on redemption of the
Preferred Securities in accordance with the terms of the Preferred Securities.

        "Reference Shares" shall have the meaning ascribed thereto in the
Indenture.

        "Responsible Officer" means, with respect to the Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Preferred
Guarantee Trustee, including any vice president, any assistant vice president,
any assistant secretary, the treasurer, any assistant treasurer or other officer
of the Corporate Trust Office of the Preferred Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

                                       -4-



        "Senior Debenture" means the 0.75% Senior Exchangeable Debentures due
March 15, 2023 to be issued by NAI to the Property Trustee of the Trust pursuant
to the Indenture. means the series of convertible subordinated debentures

        "Senior Debt Guarantees" means each of the guarantees being delivered by
the Guarantor and each Subsidiary Guarantor for the benefit of the holders of
the Senior Debentures.

        "Subsidiary Guarantors" means certain subsidiaries of the Guarantor,
consisting of FEG Holdings, Inc., Fox Entertainment Group, Inc., HarperCollins
Publishers Inc., HarperCollins (UK), News America Marketing FSI, Inc., News
International plc, News Limited, News Publishing Australia Limited, News
Securities B.V. and Newscorp Investments, as such guarantors may change from
time to time pursuant to the Indenture.

        "Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                                   ARTICLE II
                               TRUST INDENTURE ACT

Section 2.1     Trust Indenture Act; Application.

        (a)     This Preferred Securities Guarantee is subject to the provisions
of the Trust Indenture Act that are required to be part of this Preferred
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions; and

        (b)     if and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

Section 2.2     Lists of Holders of Securities.

        (a)     The Guarantor shall provide the Preferred Guarantee Trustee with
a list, in such form as the Preferred Guarantee Trustee may reasonably require,
of the names and addresses of the Holders of the Preferred Securities ("List of
Holders") as of such date, (i) within one Business Day after March 1 and
September 1 of each year, and (ii) at any other time within 30 days of receipt
by the Guarantor of a written request for a List of Holders as of a date no more
than 14 days before such List of Holders is given to the Preferred Guarantee
Trustee; provided that the Guarantor shall not be obligated to provide such List
of Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Preferred Guarantee Trustee by the Guarantor or the
Preferred Securities are represented by one or more Global

                                       -5-



Securities (as defined in the Indenture). The Preferred Guarantee Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.

        (b)     The Preferred Guarantee Trustee shall comply with its
obligations under Section 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.

Section 2.3     Reports by the Preferred Guarantee Trustee.

        Within 60 days after December 31 of each year, the Preferred Guarantee
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Preferred
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.

Section 2.4     Periodic Reports to Preferred Guarantee Trustee.

        The Guarantor shall provide to the Preferred Guarantee Trustee such
documents, reports and information as required by Section 314 (if any) of the
Trust Indenture Act and the compliance certificate required by Section 314 of
the Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.

Section 2.5     Evidence of Compliance with Conditions Precedent.

        The Guarantor shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this Preferred Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

Section 2.6     Events of Default; Waiver.

        The Holders of a Majority in original liquidation preference of
Preferred Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default and its consequences. Upon
such waiver, any such Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

Section 2.7     Event of Default; Notice.

        (a)     The Preferred Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Preferred Securities, notices of all Events of
Default actually known to a Responsible Officer of the Preferred Guarantee
Trustee, unless such defaults have been cured before the giving of such notice;
provided that the Preferred Guarantee Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Preferred Guarantee
Trustee in good faith

                                       -6-



determines that the withholding of such notice is in the interests of the
Holders of the Preferred Securities.

        (b)     The Preferred Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the Preferred Guarantee Trustee shall
have received written notice, or of which a Responsible Officer of the Preferred
Guarantee Trustee charged with the administration of the Declaration shall have
obtained actual knowledge.

Section 2.8     Conflicting Interests.

        The Declaration shall be deemed to be specifically described in this
Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

Section 3.1     Powers and Duties of the Preferred Guarantee Trustee.

        (a)     This Preferred Securities Guarantee shall be held by the
Preferred Guarantee Trustee for the benefit of the Holders of the Preferred
Securities, and the Preferred Guarantee Trustee shall not transfer this
Preferred Securities Guarantee to any Person except a Holder of Preferred
Securities exercising his or her rights pursuant to Section 5.5(b) hereof or a
Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred
Guarantee Trustee of its appointment to act as Successor Preferred Guarantee
Trustee. The right, title and interest of the Preferred Guarantee Trustee shall
automatically vest in any Successor Preferred Guarantee Trustee, and such
vesting and cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of such
Successor Preferred Guarantee Trustee.

        (b)     If an Event of Default actually known to a Responsible Officer
of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred
Guarantee Trustee shall enforce this Preferred Securities Guarantee for the
benefit of the Holders of the Preferred Securities.

        (c)     The Preferred Guarantee Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Preferred Securities Guarantee, and no implied covenants shall be
read into this Preferred Securities Guarantee against the Preferred Guarantee
Trustee. In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6) and is actually known to a Responsible Officer
of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Preferred Securities
Guarantee, and use the same degree of care and skill in its exercise thereof, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

                                       -7-



        (d)     No provision of this Preferred Securities Guarantee shall be
construed to relieve the Preferred Guarantee Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                (i)     prior to the occurrence of any Event of Default and
after the curing or waiving of all such Events of Default that may have
occurred:

                        (A)     the duties and obligations of the Preferred
Guarantee Trustee shall be determined solely by the express provisions of this
Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Preferred Securities Guarantee, and no implied
covenants or obligations shall be read into this Preferred Securities Guarantee
against the Preferred Guarantee Trustee; and

                        (B)     in the absence of bad faith on the part of the
Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Preferred
Guarantee Trustee and conforming to the requirements of this Preferred
Securities Guarantee; provided that in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be
under a duty to examine the same to determine whether or not they conform to the
requirements of this Preferred Securities Guarantee;

                (ii)    the Preferred Guarantee Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer of the
Preferred Guarantee Trustee, unless it shall be proved that the Preferred
Guarantee Trustee was negligent in ascertaining the pertinent facts upon which
such judgment was made;

                (iii)   the Preferred Guarantee Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a Majority in
liquidation preference of the Preferred Securities relating to the time, method
and place of conducting any proceeding for any remedy available to the Preferred
Guarantee Trustee, or exercising any trust or power conferred upon the Preferred
Guarantee Trustee under this Preferred Securities Guarantee; and

                (iv)    no provision of this Preferred Securities Guarantee
shall require the Preferred Guarantee Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if the Preferred
Guarantee Trustee shall have reasonable grounds for believing that the repayment
of such funds or liability is not reasonably assured to it under the terms of
this Preferred Securities Guarantee or indemnity.

Section 3.2     Certain Rights of Preferred Guarantee Trustee.

        (a)     Subject to the provisions of Section 3.1 hereof:

                                       -8-



                (i)     The Preferred Guarantee Trustee may conclusively rely,
and shall be fully protected in acting or refraining from acting upon, any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.

                (ii)    Any direction or act of the Guarantor contemplated by
this Preferred Securities Guarantee shall be sufficiently evidenced by an
Officers' Certificate.

                (iii)   Whenever, in the administration of this Preferred
Securities Guarantee, the Preferred Guarantee Trustee shall deem it desirable
that a matter be proved or established before taking, suffering or omitting any
action hereunder, the Preferred Guarantee Trustee (unless other evidence is
herein specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers' Certificate which, upon receipt
of such request, shall be promptly delivered by the Guarantor.

                (iv)    The Preferred Guarantee Trustee shall have no duty to
see to any recording, filing or registration of any instrument (or any
rerecording, refiling or registration thereof).

                (v)     The Preferred Guarantee Trustee may consult with counsel
of its selection, and the written advice or opinion of such counsel with respect
to legal matters shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with such advice or opinion. Such counsel may be counsel to
the Guarantor or any of its Affiliates and may include any of its employees. The
Preferred Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Preferred Securities
Guarantee from any court of competent jurisdiction.

                (vi)    The Preferred Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Preferred Securities Guarantee at the request or direction of any Holder, unless
such Holder shall have provided to the Preferred Guarantee Trustee such security
and indemnity, reasonably satisfactory to the Preferred Guarantee Trustee,
against the costs, expenses (including attorneys' fees and expenses) and
liabilities that might be incurred by it in complying with such request or
direction, including such reasonable advances as may be requested by the
Preferred Guarantee Trustee; provided that nothing contained in this Section
3.2(a)(vi) hereof shall be taken to relieve the Preferred Guarantee Trustee,
upon the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Preferred Securities Guarantee.

                (vii)   The Preferred Guarantee Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Preferred Guarantee Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit.

                                       -9-



                (viii)  The Preferred Guarantee Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents, nominees, custodians or attorneys, and the Preferred
Guarantee Trustee shall not be responsible for any misconduct or negligence on
the part of any agent or attorney appointed with due care by it hereunder.

                (ix)    Any action taken by the Preferred Guarantee Trustee or
its agents hereunder shall bind the Holders of the Preferred Securities, and the
signature of the Preferred Guarantee Trustee or its agents alone shall be
sufficient and effective to perform any such action. No third party shall be
required to inquire as to the authority of the Preferred Guarantee Trustee to so
act or as to its compliance with any of the terms and provisions of this
Preferred Securities Guarantee, both of which shall be conclusively evidenced by
the Preferred Guarantee Trustee's or its agent's taking such action.

                (x)     Whenever in the administration of this Preferred
Securities Guarantee the Preferred Guarantee Trustee shall deem it desirable to
receive instructions with respect to enforcing any remedy or right or taking any
other action hereunder, the Preferred Guarantee Trustee (i) may request
instructions from the Holders of a Majority in liquidation preference of the
Preferred Securities, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and (iii) shall
be protected in conclusively relying on or acting in accordance with such
instructions.

                (xi)    The Preferred Guarantee Trustee shall not be liable for
any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Preferred Securities Guarantee.

        (b)     No provision of this Preferred Securities Guarantee shall be
deemed to impose any duty or obligation on the Preferred Guarantee Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or
in which the Preferred Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Preferred Guarantee Trustee shall be construed to be a duty.

Section 3.3     Not Responsible for Recitals or Issuance of Guarantee.

        The recitals contained in this Preferred Securities Guarantee shall be
taken as the statements of the Guarantor, and the Preferred Guarantee Trustee
does not assume any responsibility for their correctness. The Preferred
Guarantee Trustee makes no representation as to the validity or sufficiency of
this Preferred Securities Guarantee.

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

Section 4.1     Preferred Guarantee Trustee; Eligibility.

                                      -10-



        (a)     There shall at all times be a Preferred Guarantee Trustee which
shall:

                (i)     not be an Affiliate of the Guarantor; and

                (ii)    be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the Securities and
Exchange Commission to act as an institutional trustee under the Trust Indenture
Act, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
(US$50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then, for the
purposes of this Section 4.1(a)(ii) hereof, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.

        (b)     If at any time the Preferred Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a) hereof, the Preferred Guarantee Trustee
shall immediately resign in the manner and with the effect set out in Section
4.2(c) hereof.

        (c)     If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

Section 4.2     Appointment, Removal and Resignation of Preferred Guarantee
Trustees.

        (a)     Subject to Section 4.2(b) hereof, the Preferred Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor.

        (b)     The Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) hereof until a Successor Preferred Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Preferred Guarantee Trustee and delivered
to the Guarantor.

        (c)     The Preferred Guarantee Trustee appointed to office shall hold
office until a Successor Preferred Guarantee Trustee shall have been appointed
or until its removal or resignation. The Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Preferred Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Preferred Guarantee Trustee and
delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

        (d)     If no Successor Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 hereof within
60 days after delivery to the Guarantor of an instrument of removal or
resignation, the resigning or removed Preferred

                                      -11-



Guarantee Trustee may petition any court of competent jurisdiction for
appointment of a Successor Preferred Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Preferred Guarantee Trustee.

        (e)     No Preferred Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Preferred Guarantee Trustee.

        (f)     Upon termination of this Preferred Securities Guarantee or
removal or resignation of the Preferred Guarantee Trustee pursuant to this
Section 4.2 hereof, the Guarantor shall pay to the Preferred Guarantee Trustee
all amounts accrued to the date of such termination, removal or resignation.

                                    ARTICLE V
                                    GUARANTEE

Section 5.1     Guarantee.

        The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Trust), as and when due, regardless of any defense, right of set-off
or counterclaim that the Trust may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders.

Section 5.2     [Intentionally Left Blank]

Section 5.3     Waiver of Notice and Demand.

        The Guarantor hereby waives notice of acceptance of this Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Trust or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

Section 5.4     Obligations Not Affected.

        The obligations, covenants, agreements and duties of the Guarantor
under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

        (a)     the release or waiver, by operation of law or otherwise, of the
performance or observance by the Trust of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Trust;

                                      -12-



        (b)     the extension of time for the payment by the Trust of all or any
portion of the Distributions, Redemption Price, Purchase Price, Liquidation
Distribution or any other sums payable under the terms of the Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Preferred Securities;

        (c)     any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Trust granting indulgence or extension of any
kind;

        (d)     the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust;

        (e)     any invalidity of, or defect or deficiency in, the Preferred
Securities;

        (f)     the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

        (g)     any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.4 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

        There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

Section 5.5     Rights of Holders.

        (a)     The Holders of a Majority in original liquidation preference of
the Preferred Securities have the right to direct the time, method and place of
conducting of any proceeding for any remedy available to the Preferred Guarantee
Trustee in respect of this Preferred Securities Guarantee or exercising any
trust or power conferred upon the Preferred Guarantee Trustee under this
Preferred Securities Guarantee.

        (b)     Any Holder of Preferred Securities may directly institute a
legal proceeding against the Guarantor to enforce the obligations of the
Guarantor under this Preferred Securities Guarantee without first instituting a
legal proceeding against the Trust, the Preferred Guarantee Trustee or any other
Person.

        (c)     If an Event of Default with respect to the Senior Debentures
constituting the failure to pay interest or principal on the Senior Debentures
on the date such interest or principal is otherwise payable (including upon
redemption or purchase) has occurred and is continuing, then on or after the
respective due date specified in the Senior Debentures a Holder of Preferred
Securities may directly, at any time, institute a proceeding for enforcement of
payment to such Holder under the Senior Debentures and the Senior Debt
Guarantees of such Holder of an

                                      -13-



amount equal to the greater of (i) the adjusted principal amount plus accrued
and unpaid interest to the date thereof and any Final Period Distribution and
(ii) the Exchange Market Value of the Reference Shares.

Section 5.6     Guarantee of Payment.

        This Preferred Securities Guarantee creates a guarantee of payment and
not of collection.

Section 5.7     Subrogation.

        The Guarantor shall be subrogated to all (if any) rights of the Holders
of Preferred Securities against the Trust in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities
Guarantee, if at the time of any such payment, any amounts are due and unpaid
under this Preferred Securities Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the Holders.

Section 5.8     Independent Obligations.

        The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust with respect to the Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.4 hereof.

                                   ARTICLE VI
                                   TERMINATION

Section 6.1     Termination.

        This Preferred Securities Guarantee shall terminate as to each Holder
of Preferred Securities upon (i) full payment of the Redemption Price of all
Preferred Securities, (ii) full payment of the Change of Control Purchase Price
(as defined in the Indenture) for all of the outstanding Preferred Securities,
(upon) exchange of all of the (iii) upon the distribution of the Senior
Debentures held by the Trust to the Holders of the Preferred Securities, (iv)
upon exchange of all the Preferred Securities into BSkyB Ordinary Shares and
BSkyB ADRs and the News Corporation ADRs, or (v) upon full payment of the
amounts payable upon liquidation of

                                      -14-



the Trust, and will terminate completely upon full payment of the amounts
payable in accordance with the Declaration of the Trust. Notwithstanding the
foregoing, this Preferred Securities Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.

                                   ARTICLE VII
                                 INDEMNIFICATION

Section 7.1     Exculpation.

        (a)     No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

        (b)     An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Preferred Securities
might properly be paid.

        The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any loss, liability or reasonable
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses (including reasonable
legal fees and expenses) of defending itself against, or investigating, any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The obligation to indemnify as set forth in this
Section 7.1(b) shall survive the termination of this Preferred Securities
Guarantee.

                                  ARTICLE VIII
                                  MISCELLANEOUS

Section 8.1     Successors and Assigns.

        All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to

                                      -15-



the benefit of the Holders of the Preferred Securities then outstanding. Except
in connection with any merger or consolidation of the Guarantor with or into
another entity or any sale, transfer or lease of the Guarantor's assets to
another entity, each as permitted by the Indenture, the Guarantor may not assign
its rights or delegate its obligations under this Preferred Securities Guarantee
without the prior approval of the Holders of at least a Majority in liquidation
preference of the Preferred Securities then outstanding.

Section 8.2     Amendments.

        Except with respect to any changes that do not materially adversely
affect the rights of Holders (in which case no vote of Holders will be
required), this Preferred Securities Guarantee may be amended only with the
prior approval of the Holders of at least a Majority in liquidation preference
of all the outstanding Preferred Securities guaranteed hereby. The provisions of
Section 12.2 of the Declaration with respect to meetings of Holders of the
Preferred Securities apply to the giving of such approval.

Section 8.3     Notices.

        All notices provided for in this Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, sent by facsimile or mailed by registered or certified mail, as
follows:

        (a)     If given to the Preferred Guarantee Trustee, at the Preferred
Guarantee Trustee's mailing address set forth below (or such other address as
the Preferred Guarantee Trustee may give notice of to the Holders of the
Preferred Securities):

                              The Bank of New York
                              101 Barclay Street, 21 West
                              New York, New York 10286
                              Attention: Corporate Trust Trustee Administration

        (b)     If given to the Guarantor, at the Guarantor's mailing address
set forth below (or such other address as the Guarantor may give notice of to
the Holders of the Preferred Securities):

                              The News Corporation Limited
                              c/o News America Incorporated
                              1211 Avenue of the Americas
                              New York, New York 10036

                              Attention: Arthur M. Siskind, Esq.
                              Senior Executive Vice President and
                                     Group General Counsel

                              with a copy to:

                                      -16-



                              Hogan & Hartson L.L.P.
                              875 Third Avenue
                              New York, NY 10022
                              Attention: Ira S. Sheinfeld, Esq.

        (c)     If given to any Holder of Preferred Securities, at the address
set forth on the books and records of the Trust.

        All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

Section 8.4     Benefit.

        This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a) hereof, is
not separately transferable from the Preferred Securities.

Section 8.5     Governing Law.

        THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD APPLY THE LAWS OF ANOTHER
JURISDICTION.

                                     * * * *

                                      -17-



        THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year
first above written.

                               THE NEWS CORPORATION LIMITED,
                                    as Guarantor

                               By:  /s/    Arthur M. Siskind
                                    --------------------------------------------
                                    Name:  Arthur M. Siskind
                                    Title: Senior Executive Vice President

                               THE BANK OF NEW YORK,
                                    as Preferred Guarantee Trustee

                               By:  /s/    Kisha A. Holder
                                   --------------------------------------------
                                    Name:  Kisha A. Holder
                                    Title: Assistant Treasurer

EX-4.6

                                                                     Exhibit 4.6

                   EXCHANGEABLE PREFERRED SECURITY CERTIFICATE

         [Include if Exchangeable Preferred Security is in global form: THIS
EXCHANGEABLE PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
EXCHANGEABLE PREFERRED SECURITY IS EXCHANGEABLE FOR EXCHANGEABLE PREFERRED
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO
TRANSFER OF THIS EXCHANGEABLE PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS
EXCHANGEABLE PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.]

         [Include if Exchangeable Preferred Security is in global form and The
Depository Trust Company is the Depositary: UNLESS THIS EXCHANGEABLE PREFERRED
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY EXCHANGEABLE PREFERRED
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         [Include if Exchangeable Preferred Security is restricted: THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE



COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAWS) (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE NEWS CORPORATION
LIMITED OR NEWS AMERICA INCORPORATED, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER
AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. WITH RESPECT TO THIS SECURITY WITH A PRINCIPAL AMOUNT OF
US$1,000 (A) THE ISSUE PRICE IS US$1,000 AND (B) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS US$1,357.23. THE ISSUE DATE OF THIS SECURITY IS MARCH 21, 2003. THE
YIELD TO MATURITY OF THIS SECURITY, COMPOUNDED SEMI-ANNUALLY, IS 4.85%. THE
SCHEDULE OF



PROJECTED PAYMENTS OF THIS SECURITY WITH A PRINCIPAL AMOUNT OF US$1,000 CONSISTS
OF (A) A PAYMENT OF INTEREST EQUAL TO US$3.625 ON SEPTEMBER 15, 2003, (B)
PAYMENTS OF INTEREST EQUAL TO US$3.75 ON EACH SUBSEQUENT SEMI-ANNUAL INTEREST
PAYMENT DATE (INCLUDING THE MATURITY DATE) AND (C) A PAYMENT OF A PROJECTED
AMOUNT AT THE MATURITY DATE OF THIS SECURITY (EXCLUDING THE STATED SEMI-ANNUAL
INTEREST ON THIS SECURITY PAYABLE ON SUCH DATE) EQUAL TO US$2,357.23.

Certificate Number            Number of Exchangeable Preferred Securities:

                                                                CUSIP NO.

            Certificate Evidencing Exchangeable Preferred Securities

                                       of

                        News Corporation Finance Trust II

                 0.75% Senior Exchangeable Preferred Securities
  (Original Liquidation Preference $1,000 per Exchangeable Preferred Security)

         NEWS CORPORATION FINANCE TRUST II, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that CEDE & CO.
(the "Holder") is the registered owner of ___________ (_______) exchangeable
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the 0.75% Senior Exchangeable Preferred
Securities (the "Exchangeable Preferred Securities"). The Exchangeable Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Exchangeable
Preferred Securities are set forth in, and this certificate and the Exchangeable
Preferred Securities represented hereby are issued and shall in all respects be
subject to, the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of March 21, 2003, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the
Exchangeable Preferred Securities as set forth in Annex I thereto. Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Exchangeable
Preferred Securities Guarantee to the extent provided therein. The Company will
provide a copy of the Declaration, the Exchangeable Preferred Securities
Guarantee and the Indenture to a Holder without charge upon written request to
the Company at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Exchangeable
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.



         Unless the Property Trustee's Certificate of Authentication hereon has
been properly executed, these Exchangeable Preferred Securities shall not be
entitled to any benefit under the Declaration or be valid or obligatory for any
purpose.

         IN WITNESS WHEREOF, the Trust has executed this certificate as of this
21st day of March 2003.

                                   NEWS CORPORATION FINANCE TRUST II



                                   -----------------------------------
                                   Arthur M. Siskind, as Trustee




                                   -----------------------------------
                                   Paula M. Wardynski, as Trustee



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION



This is one of the Exchangeable Preferred Securities referred to in the
within-mentioned Declaration.

Dated:

                                           The Bank of New York,
                                           as Property Trustee

                                           By:
                                              -----------------------------
                                                  Authorized Signatory



                              ---------------------


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Exchangeable
Preferred Security Certificate to:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
            (Insert assignee's social security or tax identification number)


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
            (Insert address and zip code of assignee)



and irrevocably appoints

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
agent to transfer this Exchangeable Preferred Security Certificate on the books
of the Trust. The agent may substitute another to act for him or her.

Date:
      -----------------------

Signature:
           ------------------
(Sign exactly as your name appears on the other side of this Exchangeable
Preferred Security Certificate)



                                 EXCHANGE NOTICE

To exchange this Security as provided in the Declaration check the box: [_]

To exchange only part of this Security, state the Original Liquidation
Preference to be exchanged (which must be $1,000 or an integral multiple of
$1,000):

         $
          ---------------

If the Company elects to deliver BSkyB Ordinary Shares, in whole or in part,
upon exchange indicate whether you would prefer BSkyB Ordinary Shares [_] BSkyB
ADSs [_]

Please fill in the form below providing the information requested with respect
to the holder of BSkyB Ordinary Shares or ADSs


- --------------------------------------------------------------------------------
                     (Insert social security or tax ID no.)


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
            (Print or type other person's name, address and zip code)


- --------------------------------------------------------------------------------

Date:
     ---------------

Your Signature:
               -----------------------------------------------------------------

- --------------------------------------------------------------------------------
 (Sign exactly as your name appears on
  the other side of this Security)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



                                 PURCHASE NOTICE

         To cause the Company to purchase this Security on ________ __, 20__,
check the box: [_]

         In addition, set forth the following information:

         (a) The Certificate Number(s) of the Securities that will be delivered
to be purchased;

         (b) The portion of the Original Liquidation Preference of the
Securities that will be delivered for purchase (which must be $1,000 or an
integral multiple thereof); and

         (c) If the Company has elected to pay all or a portion of the Purchase
Price by the delivery of BSkyB Ordinary Shares, but such portion may not be paid
as a result of failure to satisfy one or more required conditions prior to the
Purchase Date, the undersigned elects (select one):

[_]  to withdraw such Purchase Notice as to $________ Original Liquidation
     Preference of Securities (Certificate Nos. ) and to receive cash as to the
     remainder of the Securities referred to in clause (b) above

[_]  to receive cash in respect of the Purchase Price for all Securities subject
     to such Purchase Notice

         The undersigned acknowledges that this Security will be delivered
pursuant to the terms and conditions specified in the Indenture and paragraph 6
hereof.


- --------------------------------------------------------------------------------


Date:               Your Signature
     -------------                ----------------------------------------------


- --------------------------------------------------------------------------------
     (Sign exactly as your name appears on the other side of this Security)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



                        CHANGE OF CONTROL PURCHASE NOTICE
                           FOR CERTIFICATED SECURITIES

         To cause the Company to purchase this Security in the event of any
Change of Control of News Corporation, check the box: [_]

         In addition, set forth the following information:

         (a) The Certificate Number(s) of the Securities that will be delivered
to be purchased; and

         (b) The portion of the Original Liquidation Preference of the
Securities that will be delivered for purchase (which must be $1,000 or an
integral multiple thereof).

         The undersigned acknowledges that this Security will be delivered
pursuant to the terms and conditions specified in the Indenture and paragraph 6
hereof.


- --------------------------------------------------------------------------------


Date:               Your Signature
     -------------                ----------------------------------------------


- --------------------------------------------------------------------------------
     (Sign exactly as your name appears on the other side of this Security)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EX-4.7

                                                                     Exhibit 4.7

         THIS SECURITY AND THE GUARANTEE ATTACHED THERETO (THE "SECURITY") AND
THE BSKYB ORDINARY SHARES AND ANY AMERICAN DEPOSITARY SHARES OR RECEIPTS THEREOF
("BSKYB ORDINARY SHARES") AND/OR AMERICAN DEPOSITARY SHARES REPRESENTING
PREFERRED LIMITED VOTING ORDINARY SHARES OF THE NEWS CORPORATION LIMITED ("NEWS
CORPORATION PREFERRED ADSs") ISSUABLE UPON EXCHANGE OR REDEMPTION OR REPURCHASE
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NONE OF THIS
SECURITY, BSKYB ORDINARY SHARES AND/OR THE NEWS CORPORATION PREFERRED ADSs (THE
"SECURITIES") ISSUABLE UPON EXCHANGE OR REDEMPTION OR REPURCHASE OF THIS
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

         THE HOLDER OF THE SECURITIES, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER ANY SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH NEWS AMERICA INCORPORATED
(THE "COMPANY"), THE NEWS CORPORATION LIMITED ("NEWS CORPORATION") OR ANY
AFFILIATE OF THE COMPANY OR NEWS CORPORATION WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO NEWS CORPORATION OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. WITH RESPECT TO THIS SECURITY WITH A PRINCIPAL AMOUNT OF
US$1,000 (A) THE ISSUE PRICE IS US$1,000 AND (B) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS US$1,357.23. THE ISSUE DATE OF THIS SECURITY IS MARCH 21, 2003. THE
YIELD TO MATURITY OF THIS SECURITY,









COMPOUNDED SEMI-ANNUALLY, IS 4.85%. THE SCHEDULE OF PROJECTED PAYMENTS OF THIS
SECURITY WITH A PRINCIPAL AMOUNT OF US$1,000 CONSISTS OF (A) A PAYMENT OF
INTEREST EQUAL TO US$3.625 ON SEPTEMBER 15, 2003, (B) PAYMENTS OF INTEREST EQUAL
TO US$3.75 ON EACH SUBSEQUENT SEMI-ANNUAL INTEREST PAYMENT DATE (INCLUDING THE
MATURITY DATE) AND (C) A PAYMENT OF A PROJECTED AMOUNT AT THE MATURITY DATE OF
THIS SECURITY (EXCLUDING THE STATED SEMI-ANNUAL INTEREST ON THIS SECURITY
PAYABLE ON SUCH DATE) EQUAL TO US$2,357.23.

                            NEWS AMERICA INCORPORATED

             0.75% Senior Exchangeable Debentures Due March 15, 2023

No.
Issue Date:  As of March 21, 2003
Original Principal Amount:

         NEWS AMERICA INCORPORATED, a Delaware corporation (the "Company"),
promises to pay to The Bank of New York or registered assigns, upon presentation
and surrender of this Security, the Original Principal Amount of
___________________ ($________) in United States Dollars on March 15, 2023 and
to pay interest on said principal amount from March 21, 2003, or from the most
recent interest payment date (each, an "Interest Payment Date") to which
interest has been paid or duly provided for, semi-annually in arrears on March
15 and September 15 of each year, commencing September 15, 2003, at the rate of
0.75% per annum until the principal hereof shall have become due and payable.
The Indenture also provides for the payment of Additional Distributions. The
original principal amount of this security shall be reduced by the amount of any
Extraordinary Distribution and in certain other circumstances, as provided in
the Indenture and such amount payable at maturity is referred to as the Adjusted
Principal Amount.

         This Security is unconditionally guaranteed by THE NEWS CORPORATION
LIMITED (A.C.N. 007 910 330), a corporation organized under the laws of
Australia ("News Corporation"), and certain of its subsidiaries (collectively,
the "Guarantors"), as set forth in the first paragraph of the Indenture and in
the Guarantees endorsed hereon. This Security is exchangeable as specified on
the other side of this Security. All capitalized terms used herein without
definition shall have the respective meanings assigned thereto in the Indenture
referred to on the other side of this Security. Obligations under and in respect
of this Security, the Guarantees and the Indenture constitute senior
indebtedness of the Company and the Guarantors and will rank pari passu with all
present and future senior indebtedness of the Company and the Guarantor, as
provided in the Indenture.

         Additional provisions of this Security are set forth on the attached
Terms of Securities.

                                       2



                                    NEWS AMERICA INCORPORATED

                                    By:
                                            --------------------------------
                                            Name:
                                            Title:

                                    By:
                                            --------------------------------
                                            Name:
                                            Title:




Trustee's Certificate of
     Authentication:

This is one of the Securities
described in the within-
mentioned Indenture.

The Bank of New York, as Trustee

By:
      ----------------------------
      Authorized Signatory

                                       3



                            NEWS AMERICA INCORPORATED

             0.75% Senior Exchangeable Debentures Due March 15, 2023
                           Unconditionally Guaranteed
                         by The News Corporation Limited

                               Terms of Securities

I.       Indenture

                  The Company issued the Securities under an Indenture, dated as
of March 21, 2003 (the "Indenture"), among the Company, the Guarantors and The
Bank of New York (as "Trustee"). Upon the qualification of the Indenture under
the Trust Indenture Act of 1939, as amended (the "TIA"), the terms of the
Securities will include those stated in the Indenture and those made part of the
Indenture by reference to the TIA. In the case of any inconsistency between the
provisions set forth herein and the provisions of the Indenture, the Indenture
shall govern. Capitalized terms used herein and not otherwise defined herein
have the meanings ascribed thereto in the Indenture. Upon qualification of the
Indenture under the TIA, the Securities and the Guarantees will be subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of those terms.

                  The Securities are general unsecured senior obligations of the
Company which are fully and unconditionally guaranteed by the Guarantors. The
Indenture generally does not limit other indebtedness of the Company or the
Guarantors, secured or unsecured, including senior indebtedness.

II.      Interest

                  Interest shall be payable as provided in the Indenture.

                  The Company shall pay as additional interest on the Securities
such amounts as shall be required so that the net amounts received and retained
by the Trust after paying any taxes, duties, assessments or other governmental
charges of whatever nature (other than withholding taxes) imposed on the Trust
by the United States or any other taxing authority ("Additional Interest") will
be not less than the amounts the Trust would have received had no such taxes,
duties, assessment or governmental charges been imposed.

III.     Method of Payment

                  Holders must surrender Securities to a Paying Agent or
Exchange Agent, as the case may be, in order to collect payments in respect of
the Securities, other than interest payments. The Company will pay cash amounts
in money, or by check, payable in United States dollars.

IV.      Paying Agents, Exchange Agents, Transfer Agents and Security Registrar

                  Initially, The Bank of New York (together with any successors,
the "Trustee") will act as a Paying Agent, Exchange Agent, Transfer Agent and
Security Registrar. The

                                       4



Company and the Guarantors may appoint and change any Paying Agent, Exchange
Agent, Transfer Agent or any Security Registrar upon notice to the Trustee and
the Holders; provided that the Company and the Guarantors will maintain at all
times a Paying Agent, Transfer Agent, Exchange Agent and Security Registrar in
Borough of Manhattan, The City of New York.

V.       Redemption at the Option of the Company

                  No sinking fund is provided for the Securities. The Securities
are redeemable by the Company as a whole, or from time to time in part, at any
time on or after March 20, 2010 at the option of the Company as provided in the
Indenture.

VI.      Purchase by the Company at the Option of the Holder

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the Holder, all or
any portion of the Securities held by such Holder in integral multiples of
$1,000 Original Principal Amount on March 15, 2010, March 15, 2013 and March 15,
2018, at a redemption price equal to the Adjusted Principal Amount, plus accrued
and unpaid interest to the redemption date plus any Final Period Distribution,
all as provided in and subject to the procedures set forth in the Indenture.

VII.     Exchange Rights

                  Subject to the terms and provisions of the Indenture, a Holder
of a Security may exchange such Security for the Exchange Market Value of the
Reference Shares. The Reference Shares initially consist of 77.09 ordinary
shares of British Sky Broadcasting Group plc per $1,000 Original Principal
Amount of the Securities. The terms and procedures relating to exchange are set
forth in Article XI of the Indenture.

VIII.    Denominations; Transfers; Exchange

                  All certificated Securities are issuable in denominations of
US$1,000 of Original Principal Amount and integral multiples thereof.

                  At the option of the Holder, Securities shall be exchanged for
other Securities of any authorized denomination or denominations and of the same
aggregate Original Principal Amount, upon surrender of the Securities to be
exchanged at any office or agency of the Company appointed for such purpose.

                  The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Security
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities in respect of
which a Purchase Notice or Change in Control Purchase Notice has been given and
not withdrawn (except, in the case of a Security to be purchased in part, the
portion of the Security not to be purchased) or any Securities for a period of
15 days before a selection of Securities to be redeemed.

                                       5



IX.      Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of this Security for all purposes.

X.       Unclaimed Money or Securities

                  The Trustee, and each Paying Agent or Exchange Agent shall
return to the Company and/or the Guarantors, as applicable, any cash and
securities that remain unclaimed for two years; provided that, to the extent
that the aggregate amount of cash and securities so deposited by or on behalf of
the Company and/or the Guarantors, as applicable, exceeds the aggregate
Redemption Price, Purchase Price or Change in Control Purchase Price, as the
case may be, of the Securities or portions thereof to be purchased, then
promptly after the Business Day following the Purchase Date or Change in Control
Purchase Date, as the case may be, the Trustee shall return any excess to the
Company and/or the Guarantors, as applicable.

XI.      Amendment; Waiver

                  Subject to certain exceptions and as more fully set forth in
the Indenture, (a) the Indenture or the Securities may be amended with the
written consent of the Holders of not less than a majority in aggregate Original
Principal Amount of the Securities at the time outstanding and (b) certain
Events of Default, and certain covenants of the Company and the Guarantors, may
be waived and, under certain conditions, the Guarantees may be eliminated, with
the written consent of the Holders of a majority in aggregate Original Principal
Amount of the Securities at the time outstanding. Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company, and
News Corporation on behalf of the Guarantors, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may amend the
Indenture to: (i) evidence the succession of another Person to the Company or
any of the Guarantors and the assumption by any such successor of the covenants
of the Company or such Guarantor herein and in the Securities; (ii) to add to
the covenants of the Company or any of the Guarantors for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company or
any of the Guarantors; (iii) cure any ambiguity, defect or inconsistency; (iv)
to comply with the requirements of the Commission in order to effect or maintain
the qualification of this Indenture under the Trust Indenture Act; or (v) to
make provision for transfer procedures, certification, book-entry provisions,
the form of restricted securities legends, if any, to be placed on Securities,
and certain other matters required in connection with the issuance of Securities
to holders of BUCS.

XII.     Defaults and Remedies

                  Securities shall have the Events of Default as set forth in
Section 5.1 of the Indenture. Subject to certain limitations in the Indenture,
if an Event of Default occurs and is continuing, the Trustee by notice to the
Company or the holders of at least 25% in aggregate Original Principal Amount of
the then outstanding Securities by notice to the Company and the Trustee may
declare all the Securities to be due and payable immediately in an amount set
forth in the Indenture.

                                       6



                  The holders of a majority in Original Principal Amount of the
Securities then outstanding by written notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. Subject to certain limitations,
holders of a majority in Original Principal Amount of the then outstanding
Securities issued under the Indenture may direct the Trustee in its exercise of
any trust or power. Holders of BUCS may enforce the Securities through Direct
Action as provided in the Indenture. The Company must furnish annually
compliance certificates to the Trustee. The above description of Events of
Default and remedies is qualified by reference to, and subject in its entirety
by, the more complete description thereof contained in the Indenture.

XIII.    Withholding

                  All payments made by a Guarantor, other than a Guarantor whose
residence is the United States, with respect to the Guarantees will be made
without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed or
levied by or on behalf of Australia or any political subdivision thereof or any
authority therein or thereof, or the country of residence of any Guarantor other
than a Guarantor whose residence is the United States or any political
subdivision thereof having power to tax, unless the withholding or deduction of
such taxes, duties, assessments or governmental charges is then required by law.
In the event that Australia or any political subdivision thereof or any
authority therein, or the country of residence of any Guarantor other than a
Guarantor whose residence is the United States or any political subdivision
thereof, imposes any such withholding tax deductions on (i) any payments made by
a Guarantor with respect to the Guarantees or (ii) any net proceeds on the sale
of or exchange with News Corporation or any other Guarantor of the Securities,
such Guarantor will pay such additional amounts (the "Additional Amounts") set
forth in the Indenture.

XIV. Trustee Dealings with the Company and the Guarantors

                  Subject to certain limitations imposed by the TIA, the
Trustee, any Paying Agent, any Transfer Agent, any Exchange Agent, any
Securities Registrar or any other agent of the Company and the Guarantors, in
its individual or any other capacity, shall have the right to become the owner
or pledgee of Securities and may otherwise deal with and collect obligations
owed to it by the Company, the Guarantors and may otherwise deal with the
Company, the Guarantors or any of their respective Affiliates with the same
rights it would have if it were not Trustee, any Paying Agent, any Transfer
Agent, any Exchange Agent, any Securities Registrar or any other of the Company
and the Guarantors.

XV.      Authentication

                  This Security and the Guarantee endorsed hereon shall not be
valid until an authorized officer of the Trustee manually signs the Trustee's
Certificate of Authentication on the other side of this Security.

                                       7



XVI.     Abbreviations

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the
entireties), JT TEN (joint tenants with right of survivorship and not as tenants
in common), CUST (custodian) and U/G/M/A (Uniform Gift to Minors Act).

XVII.    GOVERNING LAW

                  THIS SECURITY AND THE GUARANTEE ENDORSED HEREON SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD APPLY THE LAWS OF A
DIFFERENT JURISDICTION.

                                       8



                                    GUARANTEE

                  Each of the undersigned corporations (collectively, the
"Guarantors"), jointly and severally, hereby fully, unconditionally and
irrevocably guarantees to the Holder of the Security upon which this Guarantee
is endorsed, and to the Trustee on behalf of each such Holder, the due and
punctual payment of the Adjusted Principal Amount, interest, Additional
Distributions and Additional Amounts, Redemption Price, Change in Control
Purchase Price, the Purchase Price and other interest, if any, in respect of
such Security, when and as the same shall become due and payable, according to
the terms of such Security and of the Indenture. In the event of the failure of
the Company or any successor thereto to punctually pay any such amount, the
Guarantors hereby agree to cause such payment to be made punctually when and as
the same shall become due and payable, as if such payment were made by the
Company.

                  In addition, the Guarantors hereby fully, unconditionally and
irrevocably guarantee to each Holder, and to the Trustee for itself and on
behalf of each such Holder:

(1)   the performance of:

      (a)      each of the covenants and agreements of the Company in the
               Securities and the Indenture not described in the preceding
               paragraph or in clause (b) below, in each case, in accordance
               with the terms thereof and hereof; and

      (b)      to the extent each is permitted by applicable law to do so, the
               delivery of BSkyB Ordinary Shares or News Corporation Preferred
               ADSs upon any payment of the Redemption Price or Purchase Price
               or any exchange of Securities, according to the terms thereof and
               of the Indenture; and

(2)   if, and to the extent, but only to the extent, that the foregoing
      guarantee of the obligations described in clause (1)(b) above is not
      enforceable in accordance with its terms under applicable law which
      restricts or prohibits the Guarantors from guaranteeing the delivery of
      BSkyB Ordinary Shares or News Corporation Preferred ADSs upon any payment
      of the Redemption Price or Purchase Price or any exchange of the Security,
      according to the terms thereof and of the Indenture, or the Guarantors are
      otherwise not permitted to guarantee the performance of such obligations
      or to honor such guarantee, the Company shall pay to the Holders an amount
      in United States Dollars equal to the value of the BSkyB Ordinary Shares
      or News Corporation Preferred ADSs such Holders would otherwise be
      entitled to receive hereunder and under the Securities in accordance with
      the terms thereof, and the Guarantors hereby guarantee such payment in
      accordance with the provisions of the Indenture.

                  In case of the failure of the Company or any successor thereto
punctually to comply with any covenant or agreement described in clause (1)
above, to the extent each is permitted by applicable law to do so, the
Guarantors hereby agree to cause such covenant or agreement to be performed as
and when it shall be provided to be performed in the Security or in the
Indenture, as if such performance were performed by the Company.

                                       1



                  The Guarantors hereby agree that their obligations hereunder
shall be unconditional and absolute, irrespective of the identity of the
Company, the validity, regularity or enforceability of such Security or the
Indenture, the absence of any action to enforce the same, the granting of any
waiver or consent by the Holder of such Security with respect to any provisions
thereof, the recovery of any judgment against the Company or any action to
enforce the same, or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Guarantors hereby
waive diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in such Security and in this Guarantee.

                  If the Trustee or such Holder is required by any court or
otherwise to return to the Company or the Guarantors, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to the Company or the Guarantors, any amount paid to the Trustee or
such Holder in respect of such Security, this Guarantee, to the extent of such
amount so returned, shall be reinstated in full force and effect. The Guarantors
further agree, to the fullest extent that they may lawfully do so, that, as
between the Guarantors. on the one hand, and such Holder and the Trustee, on the
other hand, the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article Five of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed thereby.

                  The Guarantors hereby irrevocably waive any claim or other
rights which they may now or hereafter acquire against performance or
enforcement of the Guarantors' obligations under this Guarantee, including
without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any claim or remedy
of such Holder and the Trustee on behalf of such Holder against the Company or
any collateral which such Holder, or the Trustee on behalf of such Holder,
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including, without limitation, the
right to take or receive from the Company, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to the
Guarantors in violation of the preceding sentence at any time prior to the
payment in full of all obligations and all other amounts payable under this
Guarantee, such amount shall be deemed to have been paid to the Guarantors for
the benefit of, and held in trust for the benefit of, such Holder and the
Trustee on behalf of such Holder, and shall forthwith be paid to the Trustee for
the benefit of such Holder to be credited and applied upon such guaranteed
obligations, whether matured or unmatured, in accordance with the terms of the
Indenture.

                  All capitalized terms used without definition in this
Guarantee shall have the respective meanings assigned thereto in the Indenture.

                                       2



                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

                                          THE NEWS CORPORATION LIMITED
                                          (A.C.N. 007 910 330),
                                                   as Guarantor



                                          FEG HOLDINGS, INC.,
                                                   as Guarantor



                                          FOX ENTERTAINMENT GROUP, INC.,
                                                   as Guarantor



                                          HARPER COLLINS PUBLISHERS INC.,
                                                   as Guarantor



                                          HARPERCOLLINS (UK),
                                                   as Guarantor



                                          NEWS AMERICA MARKETING FSI, INC.,
                                                   as Guarantor



                                          NEWS INTERNATIONAL plc,
                                                   as Guarantor



                                          NEWS LIMITED,
                                                   as Guarantor

                                       3



                                          NEWS PUBLISHING AUSTRALIA LIMITED,
                                                   as Guarantor



                                          NEWS SECURITIES B.V.,
                                                   as Guarantor



                                          NEWSCORP INVESTMENTS,
                                                   as Guarantor




                                          By:
                                                 -----------------------------
                                                 Name:
                                                 Title:



                                          Attorney In Fact, Agent and Authorized
                                          Signatory for the Guarantors

                                       4

EX-5.1

                                                                     EXHIBIT 5.1

                     [Letterhead of Allens Arthur Robinson]

19 August 2003

The News Corporation Limited
1211 Avenue of the Americas
New York  New York  10036
USA

Dear Sirs

The News Corporation Limited - Registration Statement (Registration Number
333-106837) on Form F-3/S-3

US$1,655,000,000 0.75% Senior Exchangeable BUCS

We have acted as special Australian counsel to NewsCorp in connection with
certain matters relating to the Registration Statement.

1.       Interpretation

         In this letter, unless the context otherwise requires, the following
         terms shall have the following meanings:

         Debentures means the 0.75% Senior Exchangeable debentures due 15 March
         2023 of NAI constituted under the Indenture.

         Declaration means the Declaration of Trust dated as at 18 March 2003
         constituting the Trust and as amended and restated by the Declaration
         of Trust dated on or around 21 March 2003 among News America, as
         sponsor, the property trustee, the Delaware trustee and the
         administrative trustees.

         Exchange Preferred Shares means the Preferred Ordinary Shares
         represented by NewsCorp's Preferred ADSs which may be allotted and
         issued by NewsCorp, at its election, on redemption of the BUCS or
         Debentures.

         Exchange Securities or BUCS means US$1,655,000,000 0.75% Senior
         Exchangeable BUCS.

         Guarantees means:

         (a)      the unconditional limited guarantees as to distributions and
                  other amounts due on the Exchange Securities set forth in the
                  Preferred Securities Guarantee Agreement; and

         (b)      the unconditional guarantee as to the payment of principal,
                  interest and other amounts due on the Debentures set forth in
                  the Indenture and annexed to the Debentures.

         Indenture means the indenture dated as of 21 March 2003 between NAI,
         NewsCorp and other guarantors as guarantors and the Indenture Trustee.

         NAI means News America Incorporated, a Delaware Corporation.




The News Corporation Limited                              Allens Arthur Robinson
- --------------------------------------------------------------------------------

         NewsCorp means The News Corporation Limited (ACN 007 910 330).

         Preferred ADSs means preferred american depositary shares, each
         representing four Preferred Ordinary Shares.

         Preferred Ordinary Shares means the limited voting preferred ordinary
         shares in the capital of NewsCorp.

         Preferred Securities Guarantee Agreement means the Preferred Securities
         Guarantee Agreement dated as of 21 March 2003 made by NewsCorp, as
         guarantor, to the Bank of New York, as trustee, for the benefit of the
         holders of the Exchange Securities.

         Purchase Agreement means the Purchase Agreement dated as of 18 March
         2003 among News America, NewsCorp and the other guarantors named
         therein and the initial purchasers.

         Registration Rights Agreement means the Registration Rights Agreement
         dated as of 21 March 2003 among NAI, NewsCorp, all other guarantors
         named therein and the initial purchasers.

         Registration Statement means the registration statement on Form F-3/S-3
         with respect to the Exchange Securities and related securities
         (Registration No. 333-106837) to be filed with the Securities and
         Exchange Commission under the Securities Act of 1933, as amended.

         Relevant Jurisdictions means the State of South Australia and the
         Commonwealth of Australia.

         Resolutions means the resolutions of NewsCorp which, amongst other
         things, approve the Guarantees.

         Transaction Documents means the Purchase Agreement, the Indenture, the
         Declaration, the Preferred Securities Guarantee Agreement, the
         Guarantees annexed to the Debentures and the Registration Rights
         Agreement.

         Trust means the News Corporation Finance Trust II, a Delaware statutory
         business trust constituted under the Declaration.

2.       Documents

         In rendering our opinion, we have examined and relied on the following
         documents:

         (a)      a certified copy of the certificate of incorporation of
                  NewsCorp, certified as at August 11, 2003;

         (b)      a certified copy of the constitution of NewsCorp, certified as
                  at August 11, 2003;

         (c)      an executed copy of the Purchase Agreement dated as of
                  March 18, 2003;

         (d)      an executed copy of the Indenture dated as of March 21, 2003;

         (e)      an executed copy of the Registration Rights Agreement dated as
                  of March 21, 2003;

- --------------------------------------------------------------------------------
                                                                          Page 2




The News Corporation Limited                              Allens Arthur Robinson
- --------------------------------------------------------------------------------

         (f)      an executed copy of the Declaration dated as of March 21,
                  2003;

         (g)      an executed copy of the Preferred Securities Guarantee
                  Agreement dated as of March 21, 2003;

         (h)      a final copy of the terms of the BUCS (and executed copies
                  from March 21, 2003 and March 25, 2003);

         (i)      a final copy of the terms of the Debentures (and executed
                  copies from March 21, 2003 and March 25, 2003);

         (j)      a copy of the Registration Statement, as filed with the
                  Securities and Exchange Commission on 3 July 2003;

         (k)      a faxed copy of the executed power of attorney under the
                  common seal of NewsCorp, in each case authorising the
                  execution of the Transaction Documents on behalf of NewsCorp;
                  and

         (l)      minutes of the meeting of NewsCorp at which the Resolutions
                  were passed, dated 20 March 2003.

3.       Assumptions

         For the purposes of this opinion, we have assumed the following:

         (a)      That insofar as any obligation under the Transaction Documents
                  is to be performed in any jurisdiction other than a Relevant
                  Jurisdiction, its performance will not be illegal or
                  ineffective by virtue of the law of that jurisdiction.

         (b)      That the Transaction Documents will be:

                  (i)      valid, binding and enforceable in accordance with its
                           terms under the laws of the State of New York, the
                           State of Delaware and the federal laws of the United
                           States of America by each of the parties thereto;

                  (ii)     not in breach of the laws of the State of New York,
                           the State of Delaware or the federal laws of the
                           United States of America or any Relevant
                           Jurisdiction.

         (c)      That:

                  (i)      the meetings of the board of NewsCorp were each
                           properly convened;

                  (ii)     that all directors who attended and voted were
                           entitled to do so;

                  (iii)    the Resolutions were properly passed; and

                  (iv)     the directors have performed their duties properly
                           and all provisions relating to the declaration of
                           directors' interests or the power of interested
                           directors to vote were duly observed.

         (d)      That the Transaction Documents or the transactions
                  contemplated by them will not be void, voidable or illegal
                  under the laws, or otherwise in contravention of public

- --------------------------------------------------------------------------------
                                                                          Page 3



The News Corporation Limited                              Allens Arthur Robinson
- --------------------------------------------------------------------------------

                  policy, of the State of New York or the federal laws of the
                  United States of America and will not be issued or contain
                  terms which contravene or are in conflict with any document or
                  obligation which binds NewsCorp or its assets.

         (e)      That the authorisations contained in the Resolutions have not
                  been and will not be varied or revoked after the date hereof
                  and will continue in full force and effect.

         (f)      That NewsCorp was, at the time of execution of the Transaction
                  Documents and of the granting of the Guarantees, and will be,
                  at the time of the allotment of the Exchange Preferred Shares,
                  able to pay its debts as they fall due.

         (g)      That the Trust will not acquire the Exchange Preferred Shares
                  and further that the common securities in the Trust cannot be
                  exchanged for Debentures.

         (h)      That no legal or beneficial owner of the Exchange Securities
                  or any securities in connection with the Exchange Securities
                  is a related body corporate of NewsCorp.

         (i)      That NewsCorp will receive adequate consideration for the
                  allotment of Exchange Preferred Shares upon exchange of the
                  Debentures for Preferred ADSs in the event that such exchange
                  is made.

         (j)      That the issue of the Exchange Securities in the manner
                  described in the Registration Statement, the execution of the
                  Guarantees in connection therewith and the transactions
                  contemplated by those documents have materially benefited
                  NewsCorp and have been entered into in good faith for the
                  purposes of the businesses of NewsCorp.

4.       Qualifications

         Our opinion is subject to the following qualifications.

         (a)      We express no opinion as to any laws other than the laws of
                  each Relevant Jurisdiction as in force at the date of this
                  opinion.

         (b)      Our opinion that an obligation or document is enforceable
                  means that the obligation or document is of a type and form
                  which courts in the Relevant Jurisdictions enforce. However:

                  (i)      equitable remedies, such as injunction and specific
                           performance, are discretionary; and

                  (ii)     the enforceability of an obligation, document or
                           security interest may be affected by statues of
                           limitation, by estoppel and similar principles and by
                           laws concerning insolvency, bankruptcy, liquidation,
                           enforcement of security interests or reorganisation
                           or other laws generally affecting creditors' rights
                           or duties.

         (c)      We have relied upon searches of public records on file at the
                  offices of the Australian Securities and Investments
                  Commission on 14 August 2003 (and we note that records
                  disclosed by such searches may not be complete or up to date).

         (d)      The courts of a Relevant Jurisdiction will not give effect to
                  the choice of the law of the State of New York or the State of
                  Delaware of the federal laws of the United States of America
                  (the Subject Law) in the Transaction Documents if the choice
                  of

- --------------------------------------------------------------------------------
                                                                          Page 4



The News Corporation Limited                              Allens Arthur Robinson
- --------------------------------------------------------------------------------

                  such law was not made in good faith, nor will such courts give
                  effect to that choice of law to the extent that:

                  (i)      any term of the Transaction Documents, or any
                           provision of the Subject Law is contrary to the
                           public policy of the Relevant Jurisdiction;

                  (ii)     the availability or enforceability of certain
                           remedies may be governed or affected by the
                           procedural laws of the Relevant Jurisdiction in the
                           courts of a Relevant Jurisdiction;

                  (iii)    the Subject Law will be regarded as a matter of fact
                           in proceedings before courts of a Relevant
                           Jurisdiction to be pleaded and proved to the
                           satisfaction of those courts and to the extent not so
                           pleaded and proved the courts of a Relevant
                           Jurisdiction will regard the laws under their
                           jurisdiction and the Subject Law as the same;

                  (iv)     the courts of a Relevant Jurisdiction would apply the
                           laws of that jurisdiction with respect to:

                           (A)     matters bearing upon the power and authority
                                   of NewsCorp to enter into, and perform the
                                   applicable obligations under, the applicable
                                   Transaction Documents; and

                           (B)     compliance with all requirements of
                                   governmental approvals, authorisations and
                                   consents under the laws, decrees and
                                   administrative regulations of the Relevant
                                   Jurisdictions.

         (e)      A clause providing for the severability of any provision in
                  the Transaction Documents may not be enforceable in accordance
                  with its terms as a court of a Relevant Jurisdiction may
                  reserve to itself a decision as to whether any provision is
                  severable.

         (f)      Where a party to any Transaction Document is vested with
                  discretion or may determine a matter in its opinion, the law
                  of a Relevant Jurisdiction may require that such discretion is
                  exercised reasonably or that such opinion is based upon
                  reasonable grounds.

         (g)      We express no opinion as to the enforceability or validity of
                  any term of any indenture or any guarantee not fully described
                  in the Registration Statement or any guarantee not fully
                  described in the Registration Statement or any obligation of
                  NewsCorp in respect of such term.

         (h)      We express no opinion on any matter relating to the Guarantees
                  or the Transaction Document other than as is expressly set out
                  in paragraph 5 below.

         (k)      To the extent that our opinion relates to compliance with
                  laws, regulations or orders, rules or decrees of governmental
                  agencies or authorities, that opinion is subject to the
                  specific statements made in the section of the Registration
                  Statement entitled "Exchange Controls and Other Limitations".

         (l)      The words "non-assessable", when used to describe the
                  liability of a person as the registered holder of shares, has
                  no clear meaning under the laws of the Relevant Jurisdictions.
                  We have taken those words to mean that no calls or other
                  demand

- --------------------------------------------------------------------------------
                                                                          Page 5



The News Corporation Limited                              Allens Arthur Robinson
- --------------------------------------------------------------------------------

                  for payment can be validly made on the Preferred Shares by
                  NewsCorp and that the shareholder cannot be made liable for
                  the acts or omissions of NewsCorp by reason only of being a
                  registered shareholder in NewsCorp and, for the purposes of
                  this opinion, that is the meaning those words bear.

         (m)      We have relied on the assumptions specified in s129 of the
                  Corporations Act.

         (n)      The obligation of a party under a Transaction Document to pay
                  interest on overdue amounts at a rate higher than the rate
                  applying before the amount fell due may be held to constitute
                  a penalty and be unenforceable.

         (o)      The courts in Australia might not give full effect to an
                  indemnity for legal costs or for penalties on taxes.

         (p)      We express no opinion as to the provisions of the Indenture
                  concerning the ranking or the indebtedness created thereby.

         (q)      We express no opinion as to whether the Guarantees violate the
                  Corporations Act, or would be enforceable against NewsCorp,
                  insofar as it guarantees the obligation of the Trust to make
                  actual delivery of Preferred ADSs representing the Exchange
                  Preferred Shares on exchange of the Debentures and Exchange
                  Securities, rather than the obligation in the alternative to
                  pay an amount equal to the value of such Preferred ADSs.

         (r)      An Australian Court may not give effect to the exclusion of
                  its jurisdiction in the Indenture, as contrary to public
                  policy.

5.       Opinion

         Based upon and subject to the assumptions and subject to the
         qualifications and other matters set out above, we are of the opinion
         that:

         (a)      NewsCorp is duly incorporated under the laws of the Relevant
                  Jurisdictions.

         (b)      NewsCorp is not in liquidation.

         (c)      Any Guarantee to which NewsCorp is a party, to the extent that
                  it constitutes a valid and legally binding obligation of
                  NewsCorp according to the applicable laws of the State of New
                  York and the federal laws of the United States, shall
                  constitute a valid and binding obligation of NewsCorp
                  enforceable against NewsCorp in accordance with its respective
                  terms.

         (d)      The Exchange Preferred Securities have been duly authorised by
                  NewsCorp and, when issued in accordance with the Transaction
                  Documents and when the consideration to be paid or provided
                  thereunder has been received by NewsCorp, the Exchange
                  Preferred Securities will be validly issued, fully paid and
                  non-assessable.

         (e)      NewsCorp is not entitled to claim for itself or any of its
                  assets or revenues under the laws of any of the Relevant
                  Jurisdictions any general right of immunity or exemption on
                  the grounds of sovereignty or otherwise from suit, execution,
                  attachment or other legal process in respect of its
                  obligations as guarantor under

- --------------------------------------------------------------------------------
                                                                          Page 6



The News Corporation Limited                              Allens Arthur Robinson
- --------------------------------------------------------------------------------

                  the Indenture or the Guarantees of the type described in the
                  Registration Statement to which it is party.

6.       Consent

         In accordance with the requirements of Item 601(b)(23) of Regulation
         S-K under the Securities Act, we hereby consent to the use of our name
         in the Registration Statement and to the filing of this opinion as an
         Exhibit 5 to the Registration Statement.

         This opinion is not to be quoted or referred to in any public document
         other than the Registration Statement, or filed with any other
         governmental agency (other than the United States Securities and
         Exchange Commission) or other person without our consent.

         In giving our consent, we do not admit that we come within the category
         of persons whose consent is required under Section 7 of the Securities
         Act or the rules and regulations of the Commission thereunder.


Yours faithfully


/s/ Allens Arthur Robinson
- --------------------------
Allens Arthur Robinson


- --------------------------------------------------------------------------------
                                                                          Page 7

EX-5.2

                                                                     EXHIBIT 5.2

                      [Letterhead of Hogan & Hartson L.L.P]

                                 August 18, 2003

News America Incorporated
1211 Avenue of the Americas
New York, New York 10036

The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036

         Re:    Registration Statement on Form F-3/S-3 (SEC File No. 333-106837)
                ----------------------------------------------------------------

Ladies and Gentlemen:

                  We are acting as counsel to News America Incorporated, a
Delaware corporation (the "Company"), in connection with its registration
statement on Form F-3/S-3, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, to register up to US$1,655,000,000 aggregate original liquidation
preference of 0.75% Senior Exchangeable BUCS (the "BUCS") of News Corporation
Finance Trust II (the "Trust"), a guarantee of the BUCS by The News Corporation
Limited ("News Corporation") as set forth in the Preferred Securities Guarantee
Agreement, dated as of March 21, 2003, by and among News Corporation and The
Bank of New York, as trustee (the "BUCS Guarantee"), US$1,655,000,000 aggregate
principal amount of 0.75% Senior Exchangeable Debentures of the Company (the
"Debentures"), and the related joint and several, irrevocable and unconditional
guarantees of the Debentures by certain guarantors, 299,479,756 Ordinary Shares
of British Sky Broadcasting Group plc, and 528,542,915 Preferred Limited Voting
Ordinary Shares of News Corporation. This opinion letter is furnished to you at
your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration
Statement.

                  For purposes of this opinion letter, we have examined copies
of the following documents (the "Documents"):

                  1.       An executed copy of the Registration Statement.



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 2

                  2.       The Certificate of Incorporation of the Company, as
                           certified by the Secretary of the State of the State
                           of Delaware on March 7, 2003 and by the Secretary of
                           the Company on the date hereof as being complete,
                           accurate, and in effect.

                  3.       The Bylaws of the Company, as certified by the
                           Secretary of the Company on the date hereof as being
                           complete, accurate, and in effect.

                  4.       An executed copy of the Registration Rights
                           Agreement, dated as of March 21, 2003, by and among
                           the Company, the Trust, the guarantors named therein
                           and J.P. Morgan Securities Inc. and Salomon Smith
                           Barney Inc., as representatives of the initial
                           purchasers (the "Registration Rights Agreement").

                  5.       An executed copy of the Amended and Restated
                           Declaration of Trust of the Trust, dated as of March
                           21, 2003, among the trustees party thereto, the
                           Company, as trust sponsor, and by the holders, from
                           time to time, of undivided beneficial interests in
                           the Trust (the "Declaration").

                  6.       An executed copy of the Indenture, dated as of March
                           21, 2003, by and among the Company, the Guarantors
                           (as listed therein) and the Bank of New York (the
                           "Trustee"), including the form of the Debentures and
                           the form of guarantee of the Guarantors to be
                           endorsed thereon annexed as exhibits thereto, as
                           amended and supplemented by the First Supplemental
                           Indenture, dated as of June 27, 2003 (collectively,
                           the "Indenture").

                  7.       Certain resolutions of the Executive Committee of the
                           Board of Directors of the Company adopted by
                           unanimous written consents dated March 18 and June
                           24, 2003, as certified by the Secretary of the
                           Company on the date hereof as being complete,
                           accurate and in effect, relating to, among other
                           things, creation of the Trust, authorization of the
                           Declaration, the Indenture, the BUCS, the Debentures,
                           the Registration Rights Agreement, the First
                           Supplemental Indenture, filing by the Company of the
                           Registration Statement and arrangements in connection
                           therewith.

                  8.       Executed copies of the global certificates
                           representing the BUCS.

                  9.       An executed copy of the BUCS Guarantee.



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3

                  10.       Executed copies of the Debentures.

                  In our examination of the Documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all of the Documents, the authenticity of all
originals of the Documents, and the conformity to authentic original documents
of all of the Documents submitted to us as copies (including telecopies). We
have assumed that (i) each of News Corporation and the Trustee has all requisite
power and authority under all applicable laws, regulations and governing
documents to execute, deliver and perform its respective obligations under the
Indenture, (ii) each of News Corporation and the Trustee has duly authorized,
executed and delivered the Indenture, (iii) each of News Corporation and the
Trustee is validly existing and in good standing in all necessary jurisdictions,
(iv) the Indenture constitutes a valid and binding obligation, enforceable
against the Trustee in accordance with its terms, (v) there has been no material
mutual mistake of fact or misunderstanding or fraud, duress or undue influence
in connection with the negotiation, execution or delivery of the Indenture or
the Debentures, and (vi) there are and have been no agreements or understandings
among the parties, written or oral, and there is and has been no usage of trade
or course of prior dealing among the parties that would, in either case, define,
supplement or qualify the terms of the Indenture or the Debentures.

                  This opinion letter is based as to matters of law solely on
applicable provisions of (i) the Delaware General Corporation Law, as amended,
and (ii) the law of the State of New York, (but not including any statutes,
ordinances, administrative decisions, rules or regulations of any political
subdivision of the State of New York). We express no opinion herein as to any
other laws, statutes, ordinances, rules or regulations. As used herein, the
terms "Delaware General Corporation Law, as amended" and "the law of the State
of New York" include the statutory provisions contained therein, all applicable
provisions of the Delaware and New York Constitutions and reported judicial
decisions interpreting these laws. With respect to clause (ii) above, the
opinion expressed herein is based on a review of those laws that, in our
experience, are generally recognized as applicable to the transactions
contemplated in the Documents.

                  Based upon, subject to and limited by the foregoing, we are of
the opinion that the Debentures constitute valid and binding obligations of the
Company.

                  In addition to the qualifications, exceptions and limitations
elsewhere set forth in this opinion letter, our opinion expressed above are also
subject to the effect of: (i) bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 4

preferential transfers); and (ii) the exercise of judicial discretion and the
application of principles of equity including, without limitation, requirements
of good faith, fair dealing, reasonableness, conscionability and materiality
(regardless of whether the applicable agreements are considered in a proceeding
in equity or at law).

                  This opinion letter has been prepared for your use in
connection with the Registration Statement. We assume no obligation to advise
you of any changes in the foregoing subsequent to the effective date of the
Registration Statement.

                  We hereby consent to the filing of this opinion letter as
Exhibit 5.2 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.

                                          Very truly yours,

                                          /s/ HOGAN & HARTSON L.L.P.

                                          HOGAN & HARTSON L.L.P.

EX-5.3

                                                                     EXHIBIT 5.3

                      [Letterhead of Hogan & Hartson L.L.P]

                                 August 18, 2003

News America Incorporated
1211 Avenue of the Americas
New York, New York 10036

The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036

         Re:  Registration Statement on Form F-3/S-3 (SEC File No. 333-106837)
              ----------------------------------------------------------------

Ladies and Gentlemen:

                  We are acting as United States counsel to FEG Holdings, Inc.,
a Delaware corporation ("FEG Holdings"), Fox Entertainment Group, Inc., a
Delaware corporation ("Fox Entertainment"), News America Marketing FSI, Inc., a
Delaware corporation ("FSI") and News Publishing Australia Limited, a Delaware
corporation ("NPAL," and together with FEG Holdings, Fox Entertainment and FSI,
the "U.S. Guarantors") and The News Corporation Limited, an Australian
corporation ("News Corporation"), in connection with their registration
statement on Form F-3/S-3, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, to register up to US$1,655,000,000 aggregate original liquidation
preference of 0.75% Senior Exchangeable BUCS (the "BUCS") of News Corporation
Finance Trust II (the "Trust"), a guarantee of the BUCS by News Corporation, as
set forth in the Preferred Securities Guarantee Agreement, dated as of March 21,
2003, by and among News Corporation and The Bank of New York, as trustee (the
"BUCS Guarantee"), US$1,655,000,000 aggregate principal amount of 0.75% Senior
Exchangeable Debentures (the "Debentures") of News America Incorporated, a
Delaware corporation ("News America"), and the related joint and several,
irrevocable and unconditional guarantees of the Debentures by the U.S.
Guarantors (the "Debenture Guarantees"), 299,479,756 Ordinary Shares of British
Sky Broadcasting Group plc, and 528,542,915 Preferred Limited Voting Ordinary
Shares of News Corporation. This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration
Statement.



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 2

                  For purposes of this opinion letter, we have examined copies
of the following documents (the "Documents"):

                  1.       An executed copy of the Registration Statement.

                  2.       An executed copy of the Registration Rights
                           Agreement, dated as of March 21, 2003, by and among
                           the News America Incorporated ("News America"), the
                           Trust, the guarantors named therein and J.P. Morgan
                           Securities Inc. and Salomon Smith Barney Inc., as
                           representatives of the initial purchasers (the
                           "Registration Rights Agreement").

                  3.       An executed copy of the Amended and Restated
                           Declaration of Trust of the Trust, dated as of March
                           21, 2003, among the trustees party thereto, News
                           America, as trust sponsor, and by the holders, from
                           time to time, of undivided beneficial interests in
                           the Trust (the "Declaration").

                  4.       An executed copy of the Indenture, dated as of March
                           21, 2003, by and among News America, the Guarantors
                           (as listed therein), and the Bank of New York, as
                           trustee, including the form of the Debentures and the
                           form of Debenture Guarantee to be endorsed thereon
                           annexed as exhibits thereto, as amended and
                           supplemented by the First Supplemental Indenture,
                           dated as of June 27, 2003 (the "Supplemental
                           Indenture") (collectively, the "Indenture").

                  5.       Executed copies of the global certificates
                           representing the BUCS.

                  6.       An executed copy of the BUCS Guarantee.

                  7.       Executed copies of the Debentures.

                  8.       Executed copies of the Debenture Guarantees.

                  9.       The Certificate of Incorporation of FEG Holdings, as
                           certified by the Secretary of State of Delaware on
                           March 7, 2003 and as certified by the Secretary of
                           FEG Holdings on the date hereof as being complete,
                           accurate and in effect.

                  10.      The Bylaws of FEG Holdings, as certified by the
                           Secretary of Holdings on the date hereof as being
                           complete, accurate and in effect.



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3

                  11.      Certain resolutions of the Board of Directors of FEG
                           Holdings adopted by unanimous written consents dated
                           March 18 and June 24, 2003, each as certified by the
                           Secretary of FEG Holdings on the date hereof as being
                           complete, accurate and in effect, relating to, among
                           other things, authorization of the Indenture, the
                           Debenture Guarantee endorsed or to be endorsed by FEG
                           Holdings, the Registration Rights Agreement, the
                           Supplemental Indenture and arrangements in connection
                           therewith.

                  12.      The Certificate of Incorporation of Fox
                           Entertainment, as certified by the Secretary of the
                           State of the State of Delaware on March 7, 2003 and
                           by the Secretary of Fox Entertainment on the date
                           hereof as being complete, accurate, and in effect.

                  13.      The Bylaws of Fox Entertainment, as certified by the
                           Secretary of Fox Entertainment on the date hereof as
                           being complete, accurate, and in effect.

                  14.      Certain resolutions of the Board of Directors of Fox
                           Entertainment adopted by unanimous written consent
                           dated March 18, 2003 and at a meeting of the Board of
                           Directors on June 24, 2003, and certain resolutions
                           of the Audit Committee of the Board of Directors of
                           Fox Entertainment adopted by unanimous written
                           consent dated March 18, 2003, in each case as
                           certified by an Assistant Secretary of Fox
                           Entertainment on the date hereof as being complete,
                           accurate and in effect, relating to, among other
                           things, authorization of the Indenture, the Debenture
                           Guarantee endorsed or to be endorsed by Fox
                           Entertainment, the Registration Rights Agreement, the
                           Supplemental Indenture and arrangements in connection
                           therewith.

                  15.      The Certificate of Incorporation of FSI, as certified
                           by the Secretary of the State of the State of
                           Delaware on March 7, 2003 and by the Secretary of FSI
                           on the date hereof as being complete, accurate, and
                           in effect.

                  16.      The Bylaws of FSI, as certified by the Secretary of
                           FSI on the date hereof as being complete, accurate,
                           and in effect.

                  17.      Certain resolutions of the Board of Directors of FSI
                           adopted by unanimous written consents dated March 18
                           and June 24, 2003,



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 4

                           each as certified by the Secretary of FSI on the date
                           hereof as being complete, accurate and in effect,
                           relating to, among other things, authorization of the
                           Indenture, the Debenture Guarantee endorsed or to be
                           endorsed by FSI, the Registration Rights Agreement,
                           the Supplemental Indenture and arrangements in
                           connection therewith.

                  18.      The Certificate of Incorporation of NPAL, as
                           certified by the Secretary of the State of the State
                           of Delaware on March 7, 2003 and the Certificate of
                           Amendment thereto, as certified by the Secretary of
                           State of the State of Delaware on July 14, 2003 as
                           being complete, accurate and in effect; and the
                           Certificate of Incorporation of NPAL, as amended, as
                           certified by the Secretary of NPAL on the date hereof
                           as being complete, accurate, and in effect.

                  19.      The Bylaws of NPAL, as certified by the Secretary of
                           NPAL on the date hereof as being complete, accurate,
                           and in effect.

                  20.      Certain resolutions of the Board of Directors of NPAL
                           adopted by unanimous written consents dated March 18
                           and June 24, 2003, each as certified by the Secretary
                           of NPAL on the date hereof as being complete,
                           accurate and in effect, relating to, among other
                           things, authorization of the Indenture, the Debenture
                           Guarantee endorsed or to be endorsed by NPAL, the
                           Registration Rights Agreement, the Supplemental
                           Indenture and arrangements in connection therewith.

                  In our examination of the Documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all of the Documents, the authenticity of all
originals of the Documents, and the conformity to authentic original documents
of all of the Documents submitted to us as copies (including telecopies). We
have assumed that (i) each of News Corporation and the parties to the BUCS
Guarantee and the Indenture (other than the U.S. Guarantors) has all requisite
power and authority under all applicable laws, regulations and governing
documents to execute, deliver and perform its respective obligations under the
Debenture Guarantees, the BUCS Guarantee and the Indenture, as applicable (ii)
each of News Corporation and the parties to the BUCS Guarantee and the Indenture
(other than the U.S. Guarantors) has duly authorized, executed and delivered the
Debenture Guarantees, the BUCS Guarantee and the Indenture, as applicable (iii)
each of News Corporation and the parties to the BUCS Guarantee and the Indenture
(other than the U.S. Guarantors) is validly existing and in good standing in all
necessary jurisdictions, (iv) each of the



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 5

BUCS Guarantee and the Indenture constitutes a valid and binding obligation,
enforceable against all parties thereto (other than the U.S. Guarantors and News
Corporation, as applicable) in accordance with its terms, (v) the Declaration
constitutes a valid and binding obligation, enforceable against all parties
thereto in accordance with its terms, (vi) there has been no material mutual
mistake of fact or misunderstanding or fraud, duress or undue influence in
connection with the negotiation, execution or delivery of the Debenture
Guarantees, the BUCS Guarantee, the Indenture or the Declaration and (vii) there
are and have been no agreements or understandings among the parties, written or
oral, and there is and has been no usage of trade or course of prior dealing
among the parties that would, in either case, define, supplement or qualify the
terms of the Debenture Guarantees, the BUCS Guarantee, the Indenture or the
Declaration.

                  This opinion letter is based as to matters of law solely on
applicable provisions of (i) the Delaware General Corporation Law, as amended,
and (ii) the law of the State of New York, (but not including any statutes,
ordinances, administrative decisions, rules or regulations of any political
subdivision of the State of New York). We express no opinion herein as to any
other laws, statutes, ordinances, rules or regulations. As used herein, the
terms "Delaware General Corporation Law, as amended" and "the law of the State
of New York" include the statutory provisions contained therein, all applicable
provisions of the Delaware and New York Constitutions and reported judicial
decisions interpreting these laws. With respect to clause (ii) above, the
opinions expressed herein are based on a review of those laws that, in our
experience, are generally recognized as applicable to the transactions
contemplated in the Documents.

                  Based upon, subject to and limited by the foregoing, we are of
the opinion that the Debenture Guarantees constitute valid and binding
obligations of the U.S. Guarantors and News Corporation and the BUCS Guarantee
constitutes a valid and binding obligation of News Corporation.

                  In addition to the qualifications, exceptions and limitations
elsewhere set forth in this opinion letter, our opinions expressed above are
also subject to the effect of: (i) bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting creditors' rights (including,
without limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers); and (ii) the
exercise of judicial discretion and the application of principles of equity
including, without limitation, requirements of good faith, fair dealing,
reasonableness, conscionability and materiality (regardless of whether the
applicable agreements are considered in a proceeding in equity or at law).



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 6

                  This opinion letter has been prepared for your use in
connection with the Registration Statement. We assume no obligation to advise
you of any changes in the foregoing subsequent to the effective date of the
Registration Statement.

                  We hereby consent to the filing of this opinion letter as
Exhibit 5.3 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.

                                         Very truly yours,

                                         /s/ HOGAN & HARTSON L.L.P.

                                         HOGAN & HARTSON L.L.P.

EX-5.4

                                                                     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



Sheet No   2
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;



Sheet No   3
Date       14th August 2003
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



Sheet No   4
Date       14th August 2003
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



Sheet No   6
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 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



Sheet No   7
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



Sheet No   8
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



Sheet No   9
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



Sheet No   10
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



Sheet No   11
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



Sheet No   12
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



Sheet No   13
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 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



Sheet No   14
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



Sheet No   15
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



Sheet No   16
Date       14th August 2003
Letter To  British Sky Broadcasting Group plc



                                   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

EX-5.5

                                                                     EXHIBIT 5.5

                [Letterhead of Morris, Nichols, Arsht & Tunnell]

                                 August 18, 2003

News Corporation Finance Trust II
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York  10036

                  Re:      News Corporation Finance Trust II
                           ---------------------------------

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to News Corporation
Finance Trust II, a Delaware statutory trust (the "Trust"), and News America
Incorporated, a Delaware corporation ("News America"), in connection with
certain matters of Delaware law relating to the Registration Statement (and the
prospectus forming a part thereof) on Form F-3/S-3 filed with the Securities and
Exchange Commission (the "Commission") by, among others, News America and the
Trust on July 3, 2003 (the "Registration Statement") relating to the
registration with the Commission of the Exchangeable Preferred Securities of the
Trust. The Exchangeable Preferred Securities have been issued pursuant to (i)
the Purchase Agreement dated as of March 18, 2003 among the Initial Purchasers
(as defined therein), the Trust, News America and the Guarantors (as defined
therein) and (ii) the Amended and Restated Declaration of Trust of the Trust
dated as of March 21, 2003 (the "Governing Instrument"). Capitalized terms used
herein and not otherwise herein defined are used as defined in the Governing
Instrument.

                  In rendering this opinion, we have examined and relied upon
copies of the following documents in the forms provided to us: the Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on March 18, 2003 (the "Trust
Certificate"); the Declaration of Trust of the Trust dated as of March 18, 2003
(the "Original Governing Instrument"); the Governing Instrument; the Purchase
Agreement; the Trust's Offering Memorandum dated March 18, 2003, as supplemented
by the Offering Memorandum Supplement dated March 20, 2003 (as amended, the
"Offering Memorandum"); and the Registration Statement. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as drafts or copies or forms of
documents to be executed and the legal capacity of natural persons to




News Corporation Finance Trust II
August 18, 2003
Page 2

complete the execution of documents. We have further assumed for purposes of
this opinion: (i) the due formation or organization, valid existence and good
standing of each entity that is a party to any of the documents reviewed by us
under the laws of the jurisdiction of its respective formation or organization;
(ii) the due authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced documents (including, without
limitation, the due authorization, execution and delivery of the Governing
Instrument and the Purchase Agreement by the parties thereto prior to the first
issuance of the Exchangeable Preferred Securities); (iii) that the required
consideration for the Exchangeable Preferred Securities has been paid in
accordance with the terms and conditions of the Governing Instrument, the
Purchase Agreement and the Offering Memorandum and that the Exchangeable
Preferred Securities have otherwise been issued and sold to, and held or
transferred by, the Exchangeable Preferred Securities Holders (and any
subsequent transferee), and all transfers have been made, in accordance with the
terms, conditions, requirements and procedures set forth in the Governing
Instrument, the Purchase Agreement and the Offering Memorandum; (iv) that none
of the Exchangeable Preferred Securities has been called for redemption,
redeemed, converted, exchanged or canceled (except in connection with a
permitted transfer) and all of the Exchangeable Preferred Securities remain
outstanding; (v) that no event has occurred subsequent to the filing of the
Trust Certificate and the issuance of all Exchangeable Preferred Securities that
would cause a dissolution or liquidation of the Trust under the Original
Governing Instrument or the Governing Instrument, as applicable; (vi) that the
activities of the Trust have been and will be conducted in accordance with the
Original Governing Instrument or the Governing Instrument, as applicable, and
the Delaware Statutory Trust Act, 12 Del. C. ss.ss. 3801 et seq.; and (vii) that
                                     ---- --             -- ----
the documents examined by us express the entire understanding of the parties
thereto with respect to the subject matter thereof and have not been amended,
supplemented or otherwise modified, except as herein referenced. We have not
reviewed any documents other than those identified above in connection with this
opinion, and we have assumed there are no other documents contrary to or
inconsistent with the opinion expressed herein. No opinion is expressed with
respect to the requirements of, or compliance with, federal or state securities
or blue sky laws. We express no opinion as to, and assume no responsibility for,
the Registration Statement or any other offering materials relating to the
Exchangeable Preferred Securities. As to any fact material to our opinion, other
than those assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.

                  Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that the Exchangeable
Preferred Securities constitute validly issued and, subject to the terms of the
Governing Instrument, fully paid and non-assessable beneficial interests in the
assets of the Trust.

                  We hereby consent to the filing of this opinion as an exhibit
to a pre-effective amendment to the Registration Statement and to the use of our
name and reference to our opinion under the heading "LEGAL MATTERS" in the
prospectus forming a part thereof. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is



News Corporation Finance Trust II
August 18, 2003
Page 3

required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. This
opinion speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and on our review of the above-referenced
documents and the application of Delaware law as the same exist as of the date
hereof, and we undertake no obligation to update or supplement this opinion
after the date hereof for the benefit of any person or entity with respect to
any facts or circumstances that may hereafter come to our attention or any
changes in facts or law that may hereafter occur or take effect.

                                Very truly yours,


                                /s/ MORRIS, NICHOLS, ARSHT & TUNNELL
                                ------------------------------------
                                MORRIS, NICHOLS, ARSHT & TUNNELL

EX-8.1

                                                                     Exhibit 8.1

                     [Letterhead of Hogan & Hartson L.L.P.]

                                 August 18, 2003

News America Incorporated
1211 Avenue of the Americas
New York, New York  10036

The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York  10036

         Re:    Registration Statement on Form F-3/S-3 (SEC File No. 333-106837)
                ----------------------------------------------------------------

Ladies and Gentlemen:

         We are acting as counsel to News America Incorporated, a Delaware
corporation (the "Company"), in connection with its registration statement on
Form F-3/S-3, as amended (the "Registration Statement"), and the prospectus
included therein (the "Prospectus"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to register up to
US$1,655,000,000 aggregate original liquidation preference of 0.75% Senior
Exchangeable BUCS (the "BUCS") of News Corporation Finance Trust II (the
"Trust"), US$1,655,000,000 aggregate principal amount of 0.75% Senior
Exchangeable Debentures of the Company (the "Debentures"), guarantees of the
BUCS by The News Corporation Limited ("News Corporation") and certain of its
subsidiaries, 299,479,756 Ordinary Voting Shares of British Sky Broadcasting
Group plc, and 528,542,915 Preferred Limited Ordinary Shares of The News
Corporation Limited. In connection with the Registration Statement, we have been
asked to provide you with our opinion on certain federal income tax matters.
Capitalized terms used in this letter and not otherwise defined herein have the
meanings set forth in the Prospectus.

         The opinions set forth in this letter are based on relevant current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations thereunder (including proposed and temporary Treasury
Regulations), and interpretations of the foregoing as expressed in court
decisions, applicable legislative history and the administrative rulings and
practices of the Internal Revenue Service (the "IRS"), including its practices
and policies in issuing private letter rulings, which are not binding on the IRS
except with respect to a taxpayer that receives such a ruling, all as of the
date hereof. These provisions and interpretations are subject to changes by the
IRS, Congress and the courts (as applicable), that might result in material
modifications of our opinions. Such changes may be retroactive in effect. Our
opinions do not foreclose the possibility of a contrary determination by the IRS
or a court of competent jurisdiction, or of a contrary position taken by the IRS
or the Treasury Department in regulations or rulings issued in the future. In
this regard, an opinion of counsel represents counsel's best



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 2

professional judgment as to the outcome on the merits with respect to a
particular issue, if such issue were to be litigated, but an opinion is not
binding on the IRS or the courts and is not a guarantee that the IRS will not
assert a contrary position with respect to such issue or that a court will not
sustain such a position asserted by the IRS.

         For purposes of this opinion letter, we have examined copies of the
following documents (the "Documents"):

            1.    An executed copy of the Registration Statement.

            2.    An executed copy of the Amended and Restated Declaration of
                  Trust of the Trust, dated as of March 21, 2003, among the
                  trustees party thereto, News America, as trust sponsor, and by
                  the holders, from time to time, of undivided beneficial
                  interests in the Trust.

            3.    An executed copy of the Indenture, dated as of March 21, 2003,
                  by and among News America, the Guarantors (as listed therein),
                  and the Bank of New York, as trustee, including the form of
                  the Debentures and the form of Debenture Guarantee to be
                  endorsed thereon annexed as exhibits thereto, as amended and
                  supplemented by the First Supplemental Indenture, dated as of
                  June 27, 2003.

            4.    Executed copies of the global certificates representing the
                  BUCS.

            5.    An executed copy of the Preferred Securities Guarantee
                  Agreement, dated as of March 21, 2003, by and among News
                  Corporation and the Bank of New York, as trustee.

            6.    Executed copies of the Debentures, and the related joint and
                  several, irrevocable and unconditional guarantees of the
                  Debentures by certain of News Corporation's subsidiary
                  guarantors.

         For purposes of rendering our opinion, we have not made an independent
investigation or audit of the facts set forth in the above referenced documents.
We consequently have relied upon the information presented in such Documents or
otherwise furnished to us and assumed that it accurately and completely
describes all material facts relevant to our opinion. We are not aware, however,
of any material facts or circumstances inconsistent with the information we have
relied upon as described herein or other assumptions set forth herein.

                                       2



News America Incorporated
The News Corporation Limited
August 18, 2003
Page 3

         Moreover, we have assumed that, insofar as relevant to the opinions set
forth herein:

         (i) that (A) all of the representations and statements set forth in the
Documents, are true and correct and will continue to be true and correct, (B)
any representation or statement made as a belief or made "to the knowledge of "
or similarly qualified is correct and accurate and will continue to be correct
and accurate without such qualification, (C) each of the Documents that
constitutes an agreement is valid and binding in accordance with its terms, and
(D) all of the obligations imposed by the Documents on the parties thereto, have
been and will continue to be performed or satisfied in accordance with their
terms;

         (ii) the genuineness of all signatures, the proper execution of all
documents, the authenticity of all documents submitted to us as originals, the
conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made; and

         (iii) that any documents as to which we have reviewed only a form were
or will be duly executed without material changes from the form reviewed by us.

         Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, and by the assumptions and qualifications
contained in the Prospectus, we hereby confirm that the discussion under the
caption "Certain United States Federal Income Tax Considerations" in the
Prospectus is our opinion.

         This opinion letter addresses only the specific federal income tax
matters set forth above and does not address any other federal, state, local or
foreign tax issues. This opinion letter has been prepared for your use in
connection with the filing of the Registration Statement, and should not be
quoted in whole or in part or otherwise be referred to, nor be filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm. We assume no obligation by reason of this
opinion letter to advise you of any changes in our opinions or of any new
developments in the application or interpretation of the federal income tax laws
subsequent to the effective date of the Registration Statement.

         We hereby consent to the filing of this opinion letter as Exhibit 8.1
to the Registration Statement and to the use of the name of the firm therein. In
giving the consent, we do not thereby admit that we are an "expert" within the
meaning of the Securities Act of 1933, as amended.

                                                      Very truly yours,

                                                      /s/ HOGAN & HARTSON L.L.P.

                                                      HOGAN & HARTSON L.L.P.


                                       3

EX-23.1

                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statements of The News Corporation Limited (Form F-3)
and of Fox Entertainment Group, Inc. (Form S-3) for the registration of
US$1,655,000,000 0.75% Senior Exchangeable BUCS and to the incorporation by
reference therein of our report dated August 14, 2002 (except for Note 24, as to
which the date is June 27, 2003), with respect to the consolidated financial
statements of The News Corporation Limited included in its Annual Report (Form
20-F/A) for the year ended June 30, 2002, filed with the Securities and Exchange
Commission.

                                            /s/ Ernst & Young

Sydney, Australia
August 13, 2003

EX-23.2

                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statements of The News Corporation Limited (Form F-3)
and of Fox Entertainment Group, Inc. (Form S-3) for the registration of
US$1,655,000,000 0.75% Senior Exchangeable BUCS and to the incorporation by
reference therein of our report dated August 14, 2002 (except for Note 20, as to
which the date is August 21, 2002), with respect to the consolidated financial
statements of Fox Entertainment Group, Inc. included in its Annual Report (Form
10-K) for the year ended June 30, 2002 and The News Corporation Limited's Annual
Report (Form 20-F) for the year ended June 30, 2002, filed with the Securities
and Exchange Commission.

                                            /s/ Ernst & Young LLP

Los Angeles, California
August 13, 2003

EX-23.3

                                                                    Exhibit 23.3

                          INDEPENDENT AUDITORS' CONSENT

          We consent to the incorporation by reference in this Amendment No. 1
to Registration Statement No. 333-106837 of News America Incorporated, News
Corporation Finance Trust II, The News Corporation Limited, FEG Holdings, Inc.,
Fox Entertainment Group, Inc., News America Marketing FSI, Inc., News Publishing
Australia Limited and British Sky Broadcasting Group plc on Form F-3/S-3 of our
report dated July 30, 2002 (October 18, 2002 as to Notes 26, 28, 30 and 31) of
British Sky Broadcasting Group plc appearing in the Current Report on Form 6-K
of the News Corporation Limited which was filed on May 20, 2003 and to the
reference to us under the heading "Experts" in this Registration Statement.

                                                /s/ Deloitte & Touche LLP

London, England
August 13, 2003

EX-23.4

                                                                    EXHIBIT 23.4

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statements of The News Corporation Limited (Form F-3)
and of Fox Entertainment Group, Inc. (Form S-3) for the registration of
US$1,655,000,000 0.75% Senior Exchangeable BUCS and to the incorporation by
reference therein of our report dated September 13, 2002 (except for Note 15 and
Note 14, as to which the date is December 23, 2002 and May 9, 2003,
respectively), with respect to the financial statements of Stream S.p.A.
included in The News Corporation Limited's Report of Foreign Issuer (Form 6-K)
dated May 20, 2003, filed with the Securities and Exchange Commission.

                                            /s/ Reconta Ernst & Young S.p.A.

Rome, Italy
August 13, 2003

EX-23.5

                                                                    EXHIBIT 23.5

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statements of The News Corporation Limited (Form F-3)
and of Fox Entertainment Group, Inc. (Form S-3) for the registration of
US$1,655,000,000 0.75% Senior Exchangeable BUCS and to the incorporation by
reference therein of our report dated March 25, 2003, with respect to the
consolidated financial statements of Gemstar-TV Guide International, Inc. and
subsidiaries included in The News Corporation Limited's Annual Report (Form
20-F/A) for the year ended June 30, 2002, filed with the Securities and Exchange
Commission.

                                            /s/ Ernst & Young LLP

Los Angeles, California
August 13, 2003

EX-23.6

                                                                    EXHIBIT 23.6




                          INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-106837 of News America Incorporated, News
Corporation Finance Trust II, The News Corporation Limited, FEG Holdings, Inc.,
Fox Entertainment Group, Inc., News America Marketing FSI, Inc., News Publishing
Australia Limited and British Sky Broadcasting Group plc on Form F-3/S-3 of our
report dated July 24, 2000, September 22, 2000 as to Note 25 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to British
Interactive Broadcasting Holdings Limited's ability to continue as a going
concern) of British Interactive Broadcasting Holdings Limited appearing in the
Annual Report of Form 20-F of British Sky Broadcasting Group plc and to the
reference to us under the heading "Experts" in this Registration Statement.


                                                 /s/ Deloitte & Touche LLP

London, England
August 13, 2003