NEWS CORP — Director's Dealing 2014

Jan 6, 2014

OMB APPROVAL

FORM 4

gecdf Check this box if no longer subject to Section 16. 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

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

Print or Type Responses)	Print or Type Responses)
1. Name and Address of Reporting Person*			2. Issuer NameandTicker		or Trading Symbol						5. Relationship of Reporting Person(s) to Issuer
Murdoch Lachlan K			NEWS CORP [NWS]								(Check all applicable)
c/o News Corporation, 1211 Avenue of the Americas (Last) (First) (Middle)			3. Date of Earliest Transaction (Month/Day/Year) 01/02/2014								X Director _ 10% Owner 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 Acquired			5. Amount of Securities Beneficially Owned	6.	7. Nature
(Instr. 3)			Date	Execution Date, if		Transaction		(A) or Disposed of			Following Reported Transaction(s)	Ownership	of Indirect
			(Month/Day/Year)	any		Code		(D)			(Instr. 3 and 4)	Form:	Beneficial
				(Month/Day/Year)		(Instr. 8)		(Instr. 3,	4 and 5)			Direct (D)	Ownership
									(A)			or Indirect (I)	(Instr. 4)
						Code	V	Amount	or (D)	Price		(Instr. 4)
Class A Common Stock			01/02/2014			M		773	A	(1)	887	D
Class A Common Stock			01/02/2014			D		773	D	$17.95	114	D

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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	(2)	01/02/2014		M			773	(3)	(3)	Class A Common Stock	773	(1)	0	D

Class A[(4)][(4)] Common 1,740 $17.95 1,740 D Stock

Deferred Stock (2) 01/02/2014 Units

1,740

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Reporting Owners

Relationships Reporting Owner Name / Address Director 10% Owner Officer Other Murdoch Lachlan K c/o News Corporation X 1211 Avenue of the Americas New York, NY 10036

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Lachlan K. Murdoch 01/06/2014 ** ~~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) The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.

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

• (3) The deferred stock units became payable in cash on January 2, 2014, the fifth anniversary of the grant date.

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

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