NEWS AMERICA INCORPORATED, Company, NEWS CORPORATION, NEWS AUSTRALIA HOLDINGS PTY LIMITED, FEG HOLDINGS, INC., FOX ENTERTAINMENT GROUP, INC., NEWS AMERICA MARKETING FSI, LLC, NEWS PUBLISHING AUSTRALIA LIMITED, Guarantors and THE BANK OF NEW YORK, Trustee

Exhibit 4.4

NEWS AMERICA INCORPORATED,

Company,

NEWS CORPORATION,

NEWS AUSTRALIA HOLDINGS PTY LIMITED,

FEG HOLDINGS, INC.,

FOX ENTERTAINMENT GROUP, INC.,

NEWS AMERICA MARKETING FSI, LLC,

NEWS PUBLISHING AUSTRALIA LIMITED,

Guarantors

and

THE BANK OF NEW YORK,

Trustee

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of March 21, 2005

Amending and Supplementing the

Amended and Restated Indenture

Dated as of March 24, 1993

Senior Securities

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of March 21 2005, among News America Incorporated, a Delaware corporation (the “Company”), with its principal office located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, News Corporation, a Delaware corporation (“News Corporation”), News Australia Holdings Pty Limited, an Australia corporation (ABN 32 105 197 028) (“NAHPL”), FEG Holdings, Inc., a Delaware corporation, Fox Entertainment Group, Inc. (formerly known as Fox Acquisition Corp.), a Delaware corporation (“New FEG”), News America Marketing FSI, LLC, a Delaware limited liability company, News Publishing Australia Limited, a Delaware corporation, and The Bank of New York, a New York banking corporation (the “Trustee”), amending and supplementing the Amended and Restated Indenture, dated as of March 24, 1993 (the “Original Indenture”), among the Company, the guarantors named therein and the Trustee, which provided for the issuance from time to time of the Company’s senior debt securities to be issued in one or more series as provided therein. (The Original Indenture, as supplemented by the First Supplemental Indenture, dated as of May 20, 1993, the Second Supplemental Indenture, dated as of May 28, 1993, the Third Supplemental Indenture, dated as of July 21, 1993, the Fourth Supplemental Indenture, dated as of October 20, 1995, the Fifth Supplemental Indenture, dated as of January 8, 1998, the Sixth Supplemental Indenture, dated as of March 1, 1999, the Seventh Supplemental Indenture, dated as of February 14, 2001, the Eighth Supplemental Indenture, dated as of June 27, 2003, the Ninth Supplemental Indenture, dated as of November 12, 2004, the Tenth Supplemental Indenture, dated as of March 14, 2005, and this Eleventh Supplemental Indenture, dated as of March 21, 2005 and as it may hereafter be supplemented is referred to herein as the or this “Indenture”.) Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Indenture.

RECITALS:

WHEREAS, on January 10, 2005, News Corporation commenced an offer to exchange (the “Exchange Offer”) shares of News Corporation Class A common stock for all of the outstanding shares of Fox Entertainment Group, Inc. (“Old FEG”) Class A common stock; and

WHEREAS, on March 21, 2005, New FEG, a wholly owned subsidiary of News Corporation, will be the surviving corporation of a merger (the “Merger”) of Old FEG with and into New FEG, such Merger to be effected in order to convert any Old FEG Class A common stock into shares of News Corporation Class A common stock that News Corporation did not acquire in the Exchange Offer; and

WHEREAS, Section 801 of the Indenture provides that, without the consent of Holders, the parties to the Indenture may enter into an indenture supplemental to the Indenture to evidence the succession of another Person to any of the Guarantors and the assumption by such successor of the covenants of such guarantor contained in the Indenture; and

WHEREAS, the Original Indenture is subject to the provisions of the United States Trust Indenture Act of 1939, as amended (the “TIA”), that are required to be part of the Original Indenture and the Indenture shall, to the extent applicable, be governed by such provisions; and

WHEREAS, the Company and each of the Guarantors have duly authorized the execution and delivery of this Eleventh Supplemental Indenture and have done all things necessary to make this Eleventh Supplemental Indenture a valid agreement in accordance with its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE ONE

ORIGINAL INDENTURE

SECTION 101. Effect of Original Indenture.

Except as specifically provided in this Eleventh Supplemental Indenture, the Original Indenture (as amended and supplemented prior to the date hereof) shall remain in full force and effect.

ARTICLE TWO

AMENDMENTS TO THE INDENTURE

SECTION 201. Amendments to the Indenture

Effective upon the Merger, in accordance with Section 801 of the Original Indenture:

(a) Without further action on the part of Old FEG, New FEG or any other Person, New FEG hereby acknowledges and agrees that, by operation of law, it succeeds to and assumes all the obligations of Old FEG under the Indenture.

(b) By reason of the Merger and the continuation, as Guarantors, of the Guarantors under the Indenture, all references in the Indenture to the “Guarantors” are hereby deemed to refer to each of such entities:

Name		Jurisdiction of Organization
News Corporation		Delaware
News Australia Holdings Pty Limited		Australia
FEG Holdings, Inc.		Delaware
Fox Entertainment Group, Inc. (formerly known as Fox Acquisition Corp.)		Delaware
News America Marketing FSI, LLC		Delaware
News Publishing Australia Limited		Delaware

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ARTICLE THREE

MISCELLANEOUS

SECTION 301. Effect of Headings.

The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

SECTION 302. Governing Law.

Subject to the following sentence, this Eleventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws. This Eleventh Supplemental Indenture is subject to the provisions of the TIA that are required to be part of the Original Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 303. Counterparts.

This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 304. Trustee.

The Trustee makes no representation as to the validity or sufficiency of this Eleventh Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee.

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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the day and year first above written.

News America Incorporated
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President
News Corporation, as Guarantor
News Australia Holdings Pty Limited, as Guarantor
FEG Holdings, Inc., as Guarantor
Fox Entertainment Group, Inc. (formerly known as Fox Acquisition Corp.), as Guarantor
News America Marketing FSI, LLC, as Guarantor
News Publishing Australia Limited, as Guarantor
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President, News America Incorporated, as Attorney-in-Fact for the Guarantors

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The Bank of New York, as Trustee
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Assistant Vice President

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STATE OF NEW YORK		}
				ss.:
COUNTY OF NEW YORK

On this 21 day of March, 2005, before me personally appeared Xxxxx Xxxxxxxxx, who acknowledged herself to be the Vice President of News America Incorporated, and that she, as such Vice President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing in the name of such corporation as such Vice President.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

By:		/s/ Xxxxxxxxx X. XxXxxxxxx
Name:		Xxxxxxxxx X. XxXxxxxxx
Title:		Notary Public, State of New York
		No. 02MC4974028
		Qualified in Kings County
		Commission Expires November 5, 2006

[Notarial Seal]

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