Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of March 2002 (March 4, 2002)

(Name of Registrant)

2 Holt Street, Sydney, New South Wales, 2010, Australia
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F

Form 20-F   X    		Form 40-F

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b)under the Securities Exchange Act of 1934

Yes        			No   X

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):  Not Applicable

Annexed hereto as Exhibits A is a press release of The News Corporation
Limited dated March 4, 2002.


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, thereunto duly authorized.


Date:	March  4, 2002					By:	/s/ Arthur M. Siskind									Arthur M. Siskind


Exhibit								Page No. in Sequential
									Numbering System

A.	Press Release of The News Corporation Limited
	dated March  4, 2002.						6


For Immediate Release 				  Contact: Andrew Butcher 212-852-7070

News America Incorporated Tenders For $500,000,000 Of 8
5/8% Senior Notes Due 2003

New York, NY, March 4, 2002 - News America Incorporated today
offered to purchase for cash any and all of its outstanding
$500,000,000 aggregate principal amount of 8 5/8% Senior
Notes Due 2003 (the "Notes").  The tender offer commences at
9:00 a.m. March 4, 2002 and will expire at 5:00 p.m., New York
City time, on March 11, 2002, unless extended.  Salomon Smith
Barney and JP Morgan are acting as dealer managers for the
tender offer.

The price to be paid for each $1,000 principal amount of Notes
validly tendered and accepted for purchase in the tender offer
will be the price resulting from a yield to the maturity date
(February 1, 2003) equal to the sum of (i) the yield on the
4.75% U.S. Treasury Note due January 31, 2003, as calculated
by the dealer managers in accordance with standard market
practice, based on the bid price for such U.S. Treasury Note
at the time a noteholder agrees to tender such Notes through
Salomon Smith Barney, as displayed only on Bloomberg Government
Pricing Monitor Page PX3, plus (ii) 0.50% (such price being
rounded to the nearest cent per $1,000 principal amount of Notes),
together with accrued interest from the last regular payment
of semiannual interest to (but excluding) the date of payment.

This announcement is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The tender offer is
made only by the Letter to Noteholders dated March 4, 2002.
Questions regarding the transaction should be directed
to Salomon Smith Barney at (800) 558-3745.