UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549 
 
 
 
FORM 8-K 
 
 
CURRENT REPORT 
PURSUANT TO SECTION 13 OR 15(d) 
OF THE 
SECURITIES AND EXCHANGE ACT OF 1934 
 
May 18, 2005 
DATE OF REPORT 
(DATE OF EARLIEST EVENT REPORTED) 
 
 
 
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED 
IN ITS CHARTER) 
 
 
 





Delaware
 
001-32352
 
26-0075658
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
 
(COMMISSION FILE NO.)
 
(IRS EMPLOYER
IDENTIFICATION NO.)
 
1211 Avenue of the Americas, 
New York, New York 10036 
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, 
INCLUDING ZIP CODE) 
 
(212) 852-7000 
(REGISTRANT'S TELEPHONE NUMBER, 
INCLUDING AREA CODE) 
 
NOT APPLICABLE 
(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: 
 
?
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)) 
 




ITEM 8.01	OTHER EVENTS. 
"
	News Corporation (the "Company") 
(NYSE: NWS, NWSA; ASX: NWS, NWSLV)  issued a press 
release today announcing that 
the Company's Board of 
Directors has approved the adoption of the 
News Corporation 
2005 Long-Term Management Incentive 
Plan (the "2005 Plan"). 
The adoption of the 2005 Plan is subject to 
stockholder approval and will be 
considered 
at a special meeting of stockholders 
scheduled to be held on June 30, 
2005.  The Company's Board of Directors 
has designated May 23, 2005 as the record 
date for determining 
stockholders entitled to receive notice of 
and to vote at the special meeting.

	A copy of the press release is included 
as Exhibit 99 to this report. 


ITEM 9.01 	FINANCIAL STATEMENTS AND EXHIBITS. 
 
(c) Exhibits. 
 



Exhibit
Number
 
 
Description
 
99
 
Press release of News Corporation dated 
May 18, 2005


SIGNATURES 
 
     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
(REGISTRANT)


By:
 
/s/ Lawrence A. Jacobs
 
 
Lawrence A. Jacobs
 
 
Senior Executive Vice President and 
Group General Counsel
 
Dated: May 18, 2005 
 
 


EXHIBIT INDEX




Exhibit
Number
 
 
Description
 
99
 
Press release of News Corporation 
dated May 18, 2005



Exhibit 99
 
News Corporation
 

 

N E W S   R E L E A S E 

 
For Immediate Release 				     
 Contact: Media  Andrew Butcher 212-852-7070 
							        Investors  Reed Nolte 212-852-7092
 


News Corporation Announces Special Meeting of 
Stockholders
______________________
NEW YORK, NY, May 18, 2005  News Corporation announced 
today that the Board of Directors 
has called a special meeting of stockholders 
to be held on June 30, 2005 to seek stockholder 
approval for the adoption of a new 
long-term management incentive plan for its employees.  
Stockholders of record as of May 23, 2005, 
will be entitled to notice of and the right to vote at the 
special meeting.

News Corporation has two classes of 
common stock, Class A common stock and Class B common 
stock. Holders of Class B Common Stock are entitled 
to one vote per share at the special meeting.

Important Information For Investors And Stockholders:

News Corporation intends to file a proxy statement 
with the SEC. INVESTORS AND 
STOCKHOLDERS ARE URGED TO READ THE 
PROXY STATEMENT AS IT WILL CONTAIN 
IMPORTANT INFORMATION ABOUT THE PROPOSAL 
SET FORTH ABOVE. INVESTORS AND 
STOCKHOLDERS WILL HAVE ACCESS TO 
FREE COPIES OF THE PROXY STATEMENT 
(WHEN AVAILABLE) AND OTHER DOCUMENTS 
FILED WITH THE SEC BY THE COMPANY 
THROUGH THE SEC WEB SITE AT WWW.SEC.GOV. 
The Company and its directors and 
executive officers may, under the rules 
of the SEC, be deemed to be participants in the solicitation of 
proxies in connection with the proposed matters. 
Information regarding such persons is set forth in 
the Company's current report 
on Form 8-K, filed with the SEC on 
November 24, 2004. Additional 
information regarding such persons 
and a description of their direct 
and indirect interests in the 
Company are set forth in the 
proxy statement.

News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) 
had total assets as of March 31, 
2005 of approximately US$56 billion 
and total annual revenues of approximately US$23 billion. 
News Corporation is a diversified 
international media and 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 more information about News 
Corporation, please visit www.newscorp.com.


 

1211 AVENUE OF THE AMERICAS  
NEW YORK, NEW YORK 10036  newscorp.com 

 


  
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