News Corporation (Exact Name of Registrant As Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 12/07/2007

News Corporation (Exact name of registrant as specified in its charter)

Commission File Number: 001-32352

Delaware 26 -0075658 (State or other jurisdiction of (IRS Employer incorporation) Identification No.)

1211 Avenue of the Americas New York, NY 10036 (Address of principal executive offices, including zip code)

212-852-7000 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 7, 2007, News Corporation (the "Company") announced that Chase Carey resigned from the Company's Board of Directors (the "Board") effective as of December 7, 2007. Mr. Carey's resignation is not due to any disagreement with the Company.

To fill the vacancy on the Board created by Mr. Carey's resignation, on December 7, 2007, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed James R. Murdoch to serve as a Class III director of the Board until the Company's annual meeting of stockholders in 2008 or until his successor is duly elected and qualified. Mr. J. Murdoch has not been appointed to any committee of the Board.

The Company also announced that Mr. J. Murdoch has been appointed as Chairman and Chief Executive, Europe and Asia, News Corporation. Mr. Murdoch will be responsible for the strategic and operational development of the Company's television, newspaper and related digital assets in Europe, Asia and the Middle East. Mr. J. Murdoch will also become a member of the Company's Office of the Chairman.

Mr. J. Murdoch has been the Chief Executive Officer and a Director of British Sky Broadcasting Group plc ("BSkyB") since 2003. The Company holds a 39% equity interest in BSkyB. Effective as of December 7, 2007, Mr. J. Murdoch resigned as Chief Executive Officer of BSkyB and was appointed as Non-Executive Chairman of BSkyB's Board of Directors. Prior to joining BSkyB, Mr. J. Murdoch was the Chairman and Chief Executive Officer of STAR Group Limited, a wholly-owned subsidiary of the Company, from 2000 to 2003. Mr. J. Murdoch previously served as an Executive Vice President of the Company, and served as a member of the Board from 2000 to 2003. Mr. J. Murdoch is the son of K. Rupert Murdoch, the Chairman and Chief Executive Officer of the Company, and the brother of Lachlan K. Murdoch, a Director of the Company. There are no related party transactions between the Company and Mr. J. Murdoch reportable under Item 404(a) of Regulation S-K.

Because Mr. J. Murdoch will also serve as an executive of the Company, he will not receive any retainer fee for his service on the Board. The compensatory arrangements for Mr. J. Murdoch's executive position with the Company have not yet been determined.

In addition, on December 7, 2007, the Company announced that the Board, upon the consent of the Special Committee of the Company and the recommendation of the Nominating and Corporate Governance Committee of the Board, has approved the appointment of Ms. Natalie Bancroft to serve as a Class I director of the Board until the Company's annual meeting of stockholders in 2010 or until her successor is duly elected and qualified. Ms. Bancroft's appointment to the Board will be effective upon and subject to the closing of the acquisition of Dow Jones & Company, Inc. ("Dow Jones") by the Company. It is not anticipated that Ms. Bancroft will be appointed to any committee of the Board.

Ms. Bancroft will be appointed to the Board pursuant to the terms of the Agreement and Plan of Merger, dated as of July 31, 2007, by and among the Company, Ruby Newco LLC, a wholly-owned subsidiary of the Company ("Ruby Newco"), Dow Jones and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"), whereby the Board agreed to take all requisite action to cause a member of the Bancroft family or another mutually agreed upon individual to become a member of the class of directors of the Board with the longest remaining term as of the closing of the merger. The Merger Agreement is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 1, 2007.

For her service as a non-executive director of the Board, Ms. Bancroft will receive the same retainer fee as other non-executive directors, pro- rated to reflect her term of service. A description of non-executive director retainer fees for fiscal 2008 are set forth in a summary sheet filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2007, which is incorporated herein by reference.

There are no related party transactions between the Company and Ms. Bancroft reportable under Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing Mr. Carey's resignation from the Board and the appointments of Mr. J. Murdoch and Ms. Bancroft to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference, and a copy of the Company's press release announcing Mr. J. Murdoch's appointment as the Chairman and Chief Executive, Europe and Asia, News Corporation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01. Other Events

On December 7, 2007, the Company announced the appointments of Les Hinton as the Chief Executive Officer of Dow Jones and Robert Thomson as Publisher of Dow Jones and The Wall Street Journal. Messrs. Hinton's and Thomson's appointments will be effective upon and subject to the closing of the acquisition of Dow Jones.

A copy of the Company's press releases announcing Messrs. Hinton's and Thomson's appointments are attached hereto as Exhibits 99.3 and 99.4, For personal use only use personal For respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit Number Description 99.1 Press release of News Corporation, dated December 7, 2007, re. Board resignation and appointments.

99.2 Press release of News Corporation, dated December 7, 2007, re. James Murdoch appointment as Chairman and Chief Executive, Europe and Asia, News Corporation. 99.3 Press release of News Corporation, dated December 7, 2007, re. Les Hinton appointment as Chief Executive Officer of Dow Jones. 99.4 Press release of News Corporation, dated December 7, 2007, re. Robert Thomson appointment as Publisher of Dow Jones and The Wall Street Journal.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

News Corporation

Date: December 07, 2007 By: /s/ Lawrence A. Jacobs

Lawrence A. Jacobs Senior Executive Vice President and Group General

Counsel

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Exhibit Index

Exhibit No. Description

EX-99.1 Press release of News Corporation, dated December 7, 2007, re. Board resignation and appointments. EX-99.2 Press release of News Corporation, dated December 7, 2007, re. James Murdoch appointment as Chairman and Chief Executive, Europe and Asia, News Corporation. EX-99.3 Press release of News Corporation, dated December 7, 2007, re. Les Hinton appointment as Chief Executive Officer of Dow Jones. EX-99.4 Press release of News Corporation, dated December 7, 2007, re. Robert Thomson appointment as Publisher of Dow Jones and The

Wall Street Journal. For personal use only use personal For Exhibit 99.1 News Corporation

For Immediate Release

Contact: Andrew Butcher +44 20 7782 6019

Teri Everett 212-852-7647 News Corporation Appoints James Murdoch and Natalie Bancroft to Board of Directors

Murdoch to Join Office of the Chairman Effective Immediately

Bancroft Appointment Effective Upon and Subject to Closing of Dow Jones Acquisition

Chase Carey Resigns from Board ______

New York, NY, December 7, 2007 - News Corporation today announced that James R. Murdoch and Natalie Bancroft have been appointed to the Board of Directors of News Corporation. It was also announced earlier today that Mr. Murdoch has been appointed Chairman and Chief Executive, Europe and Asia, News Corporation. He will also become a member of the Company's Office of the Chairman. These appointments, as well as his board membership, are effective immediately. Ms. Bancroft's appointment to the Board will be effective upon and subject to the closing of the Dow Jones acquisition.

It was also announced today that Chase Carey, President and Chief Executive Officer of The DIRECTV Group, Inc. , has resigned from the Company's Board of Directors. Mr. Carey will remain in his role as head of DIRECTV.

Announcing the Board appointments of James Murdoch and Ms. Bancroft, News Corporation Chairman and Chief Executive Officer Rupert Murdoch said: "It is with great pleasure that I announce that James is rejoining the Board and I welcome Natalie in her new role with the Company. I look forward to James' and Natalie's contributions to News Corporation as our businesses continue to evolve in this changing marketplace."

James Murdoch, 34, has been Chief Executive Officer and a Director of British Sky Broadcasting Group plc since 2003. News Corporation holds a 39% equity interest in BSkyB. Prior to joining BSkyB, Mr. Murdoch was Chairman and Chief Executive Officer of STAR Group Limited, a wholly-owned subsidiary of News Corp., from 2000 to 2003. Mr. Murdoch has served as Executive Vice President of News Corporation and was a member of News Corporation's Board of Directors, the Executive Committee and has served on the Board of NDS. Mr. Murdoch

attended Harvard University and is the son of Rupert Murdoch. For personal use only use personal For Natalie Bancroft, 27, is a professionally trained opera singer currently based in Italy and is a graduate of the L'Institut de Ribaupierre in Lausanne, Switzerland.

Commenting on Mr. Carey's resignation, Rupert Murdoch said: "While Chase had previously announced he would resign upon the closing of the Liberty Media exchange, he thought it was best for the Company and for our stockholders to resign now to maintain continuity on our Board. We still expect the Liberty transaction to be completed no later than the first quarter of calendar 2008. I am grateful to Chase for his valued contributions over the past two decades. He is not only a good friend, but one of the most able and highly principled executives I have ever had the good fortune to work with at News Corporation."

News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of September 30, 2007 of approximately US$64 billion and total annual revenues of approximately US$30 billion. News Corporation is a diversified entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States,

Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin. For personal use only use personal For Exhibit 99.2 News Corporation

For Immediate Release

Contact: Andrew Butcher +44 20 7782 6019

Teri Everett 212-852-7647 News Corporation Appoints James Murdoch Chairman and Chief Executive, Europe and Asia ______

NEW YORK, NY, December 7, 2007 - James Murdoch has been appointed Chairman and Chief Executive, Europe and Asia, News Corporation. In this new role, Mr. Murdoch will take direct responsibility for the strategic and operational development of News Corporation's television, newspaper and related digital assets in Europe, Asia and the Middle East.

This new structure follows a decade of rapid growth for News Corporation in these regions and will allow for more cohesive management of the operating units, which include News International UK, Sky Italia, STAR Group Ltd. and News Corporation Europe.

Mr. Murdoch will rejoin the Board of Directors of News Corporation, on which he served from 2000 to 2003, and become a member of the Office of the Chairman, Rupert Murdoch. He will report to Peter Chernin, President and Chief Operating Officer of News Corporation. Mr. Murdoch will be based in London and takes up his role immediately.

In a separate announcement made today, British Sky Broadcasting Group plc (BSkyB) announced that James Murdoch has resigned as Chief Executive Officer of BSkyB and has been appointed Non-Executive Chairman, succeeding Rupert Murdoch, who has stepped down as Non-Executive Chairman and as a Director. James Murdoch has served as BSkyB's Chief Executive since 2003. The Board of BSkyB has appointed Jeremy Darroch as Chief Executive. Mr. Darroch previously served as BSkyB's Chief Financial Officer since 2004.

In announcing today's appointment, Rupert Murdoch, Chairman and Chief Executive Officer of News Corporation, said: "James is a talented and proven executive with a rare blend of international perspective and deep, hands-on experience in improving operational results. He has transformed Sky, which is now not only Europe's most valuable television company , but also the fastest growing challenger in the much larger UK marketplace for entertainment, broadband and telephony. His experience at Sky, combined with his track record in Asia while running STAR, and prior roles, make him uniquely qualified to take forward these exciting businesses that have grown so much over the last decade. This is the right time to align our operations in Europe and Asia under new,

structured group leadership." For personal use only use personal For James Murdoch said: "I am excited to be rejoining News Corporation in this new role leading News Corporation's businesses across Europe and Asia, and I am delighted to continue working with the exceptional team at Sky in my new role as Non-Executive Chairman and as a Director. News Corporation is the world's most global media company, made up of extraordinary and committed individuals that I am privileged to be joining. Media is fundamentally a business of ideas where top-quality, professional journalism and creative entertainment have an extremely bright future -- significant value can be created by focusing on pace, execution and taking advantage of the sea change we are seeing in media." News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of September 30, 2007 of approximately US$64 billion and total annual revenues of approximately US$30 billion. News Corporation is a diversified entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.

For personal use only use personal For Exhibit 99.3 News Corporation

For Immediate Release

Contact: Andrew Butcher +44 20 7782 6019

Teri Everett 212-852-7647 News Corporation Names Les Hinton Chief Executive Officer of Dow Jones & Company

Appointment Effective at Completion of News Corporation's Acquisition of Dow Jones ______

New York, NY, December 7, 2007 -- Les Hinton, Executive Chairman of News International, News Corporation's UK newspaper group, will become Chief Executive Officer of Dow Jones & Company, Inc., News Corporation Chairman and CEO Rupert Murdoch announced today. Mr. Hinton will assume the position when News Corp.'s acquisition of Dow Jones is completed next week, Mr. Murdoch said.

He will replace Richard F. Zannino, who announced yesterday that he is leaving the Company.

Mr. Murdoch said: "Les is one of the most respected executives in the media industry. He's been a lifetime colleague and I've relied on his leadership and vision for decades. He has a great record of introducing innovations that have been replicated by other newspaper companies around the world. I have every confidence that his energy, dedication and foresight will enable Dow Jones and The Wall Street Journal to reach their full potential as the leading financial information source globally."

Mr. Hinton said: "Dow Jones and The Wall Street Journal have a great history and a great future. It is thrilling to have the opportunity to play a part in shaping them to adapt and thrive in the years ahead."

Mr. Hinton has spent his entire career at News Corporation joining the company as a reporter for the Adelaide News. He has since served the company as a journalist and executive in Australia, the U.S. and the United Kingdom. Prior to his current appointment, Mr. Hinton held his position at News International since 1995, where he oversaw Britain's largest publisher of national newspapers including The Times, The Sunday Times, The Sun , The News of the World, The Times Literary Supplement and thelondonpaper, the metropolitan London free newspaper.

Prior to News International, he worked in the United States for 20 years, first as a correspondent for the company's newspapers in Britain and Australia and later in a series of senior management positions in News Corp.'s publishing and television divisions. He was President and Chief Executive Officer of News America

Publishing,only use personal For responsible for U.S. publishing operations, and Chairman and CEO of Fox Television Stations. He became a U.S. citizen in 1986.

Mr. Hinton serves as chairman of the Editors' Code of Practice Committee, which sets the code implemented by the UK Press Complaints Commission, the newspaper and magazine industry's self-regulatory body. He is also non-executive director of Johnston Press plc, a major British publisher of regional newspapers; non-executive director of the Press Association news agency; Chairman of the Commonwealth Press Union Council; and a member of the Board of Trustees of the American School in London. News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of September 30, 2007 of approximately US$64 billion and total annual revenues of approximately US$30 billion. News Corporation is a diversified entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.

Editors note: A complete biography of Mr. Hinton is attached and a picture is available upon request from [email protected]

For personal use only use personal For Exhibit 99.4 News Corporation

For Immediate Release

Contact: Andrew Butcher +44 20 7782 6019

Teri Everett 212-852-7647 News Corporation Names Robert Thomson Publisher of Dow Jones & Company

Appointment Effective at Completion of News Corporation's Acquisition of Dow Jones ______

New York, NY, December 7, 2007: News Corporation today announced that Robert Thomson will become Publisher of Dow Jones & Company, Inc. and The Wall Street Journal , upon completion of the company's acquisition. The appointment was announced by Rupert Murdoch, Chairman and Chief Executive Officer of News Corporation.

Following the completion of the Dow Jones acquisition, the Managing Editor of the Wall Street Journal , The Editorial Page Editor, and the Managing Editor of Dow Jones Newswires, as well as the editors of Barron's and MarketWatch.com will report to Thomson.

Commenting on the appointment, Mr. Murdoch said: "Robert's brilliant editorial instincts combined with his keen sense of the marketplace will be tremendously valuable at this critical stage in the expansion of The Wall Street Journal and the other Dow Jones properties."

Mr. Thomson said: "I have cherished my time at The Times , which will be in the very capable hands of James Harding, one of the most outstanding British journalists of his generation. I now look forward to increasing the reach and influence of Dow Jones and The Wall Street Journal , great brands destined to have an even greater future."

Thomson, 46, was appointed Editor of The Times in March 2002. In the past five years, the paper has experienced a period of outstanding growth, in print and online. The Times has led the quality market for the past 36 months in newsstand sales.

Prior to joining The Times, Mr. Thomson was Editor of the U.S. edition of the Financial Times where he took editorial responsibility for the FT Group's ambitious drive into the U.S. market. During his four-year tenure, the FT more than tripled its circulation to nearly 150,000 and Mr. Thomson was named U.S. business journalist of the

year in 2001 by the influential trade journal TJFR for his work in building the FT's operations in print and online. For personal use only use personal For Before arriving in New York, Mr. Thomson was Editor of the Weekend FT and Assistant Editor of the Financial Times. He orchestrated a successful redesign of the Weekend FT in late 1996 and that edition became the fastest growing newspaper in the U.K. market during 1997.

From 1994 to 1996, he was the FT's Foreign News Editor in London, overseeing the paper's extensive network of correspondents. Mr. Thomson had been a correspondent himself in Tokyo (1989-1994), where he witnessed the rise and fall of the "bubble economy", and in Beijing (1985-1989), where he reported on the country's economic and social reforms and the crushing of the democracy movement in Tiananmen Square. Mr. Thomson started his career in journalism at The Herald in Melbourne 28 years ago.

Editors note: A complete biography of Mr. Thomson is attached and a picture is available upon request from [email protected] or [email protected]

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