Item 3.03 Material Modification to the Rights of Security Holders.

In advance of the annual meeting of stockholders of News Corporation (the "Company"), on September 28, 2012, the Audit Committee of the Company's Board of Directors reduced the previously-announced suspension of voting rights of shares of Class B Common Stock, par value $0.01 per share, held by stockholders who are not U.S. citizens from 50% to 40%.

A copy of the Company's Notice to Holders of News Corporation Class B Common Stock issued by the Company is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 4.1 Notice to Holders of News Corporation Class B Common Stock, dated September 28, 2012.

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