NEWS CORP — Director's Dealing 2013

Oct 3, 2013

FORM 4

gecdf Check this box if no longer subject to Section

1. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person[] 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer MURDOCH JAMES R NEWS CORP [NWS] (Check all applicable) X Director _ 10% Owner (Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) c/o News Corporation, 1211 Avenue of the Americas 10/01/2013 Officer (give title below) __ Other (specify below) (Street) 4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person New York, NY 10036 ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned* 1.Title of Security 2. Transaction 2A. Deemed 3. 4. Securities 5. Amount of Securities Beneficially Owned 6. 7. Nature (Instr. 3) Date Execution Date, if Transaction Acquired (A) or Following Reported Transaction(s) Ownership of Indirect (Month/Day/Year) any Code Disposed of (D) (Instr. 3 and 4) Form: Beneficial (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5) Direct (D) Ownership or Indirect (Instr. 4) (A) (I) or (Instr. 4) Code V Amount (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

			(e.g., puts,	(e.g., puts,	calls, warrants, options, convertible securities)	calls, warrants, options, convertible securities)	calls, warrants, options, convertible securities)	calls, warrants, options, convertible securities)	calls, warrants, options, convertible securities)	calls, warrants, options, convertible securities)
1. Title of Derivative	2.	3. Transaction	3A. Deemed	4.		5. Number	of	6. Date Exercisable		7. Title and Amount of		8. Price of	9. Number	10.	11. Nature
Security	Conversion	Date	Execution Date, if	Transaction		Derivative		and Expiration Date		Underlying Securities		Derivative	of	Ownership	of Indirect
(Instr. 3)	or Exercise	(Month/Day/Year)	any	Code		Securities		(Month/Day/Year)		(Instr. 3 and 4)		Security	Derivative	Form of	Beneficial
	Price of		(Month/Day/Year)	(Instr. 8)		Acquired (A) or						(Instr. 5)	Securities	Derivative	Ownership
	Derivative					Disposed of (D)							Beneficially	Security:	(Instr. 4)
	Security					(Instr. 3, 4,	and						Owned	Direct (D)
						5)							Following	or Indirect
													Reported	(I)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Transaction (s) (Instr. 4)	(Instr. 4)
Deferred Stock Units	(1)	10/01/2013		A		3,928		(2)	(2)	Class A Common Stock	3,928	$15.91	3,928	D

Reporting Owners

Relationships Reporting Owner Name / Address Director 10% Owner Officer Other MURDOCH JAMES R c/o News Corporation X 1211 Avenue of the Americas New York, NY 10036 Signatures /s/ Kenneth C. Mertz as Attorney-in-Fact for James R. Murdoch 10/03/2013

Signatures

** ~~S~~ ignature of Reporting Person Date

Explanation of Responses:

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).

• ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

• (1) Each deferred stock unit represents the equivalent of one share of News Corporation Class A Common Stock.

• (2) The deferred stock units become payable in cash upon the fifth anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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