UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~

~~SECURITIES~~the ~~AND~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~January 10,~~Date ~~2005~~of Report (Date of earliest event reported):

~~DATE~~February OF2, ~~REPORT~~2005

~~(DATE~~FOX OFENTERTAINMENT ~~EARLIEST~~GROUP, ~~EVENT~~INC. ~~REPORTED)~~

~~Fox~~(Exact ~~Entertainment~~name ~~Group,~~of ~~Inc.~~registrant as specified in its charter)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

1-14595

95-4066193

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Delaware	1-14595	95-4066193
1211 Avenue of the Americas New York, New York	10036
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NO.)	(IRS EMPLOYER IDENTIFICATION NO.)
(Address of principal executive offices)	(Zip Code)

~~1211~~Registrant’s telephone ~~Avenue of the Americas~~number, ~~New~~including ~~York,~~area ~~New~~code ~~York 10036~~

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7111

~~(REGISTRANT’S TELEPHONE~~Not ~~NUMBER,~~applicable ~~INCLUDING AREA CODE)~~

~~NOT~~(Former ~~APPLICABLE~~name or former address, if changed since last report)

(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:

þ¨ 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~~Item 82.~~01 OTHER EVENTS~~02. Results of Operations and Financial Condition

~~The~~On ~~board~~February of2, ~~directors~~2005, of Fox Entertainment Group, Inc. (“~~Fox~~FEG”) ~~received~~released ~~today a letter from~~ its ~~parent, News~~financial ~~Corporation,~~results ~~stating~~for ~~that~~the ~~News~~quarter ~~Corporation~~ended isDecember ~~commencing an exchange offer today~~31, ~~January~~2004. ~~10, 2005, to acquire all of the shares of Fox Class~~ A ~~common~~copy ~~stock that News Corporation does not already own. According to the description~~ of ~~the terms of the exchange offer in News Corporation~~FEG’s ~~letter,~~press ~~holders~~release ofis ~~Fox~~attached ~~Class~~hereto Aas ~~common~~Exhibit ~~stock will receive 1~~99.901 ~~shares of News Corporation Class A common stock in exchange for each outstanding share of Fox Class A common stock validly tendered~~ and ~~not withdrawn~~hereby inincorporated ~~the~~by ~~exchange offer~~reference.

~~News~~Item ~~Corporation~~9.01 ~~filed offering~~Financial ~~materials~~Statements ~~with the Securities~~ and ~~Exchange~~Exhibits ~~Commission (the “SEC”) today which describe the proposed transaction in more detail.~~

OnExhibit ~~January~~Index 10, 2005, the Fox board formed a special committee of Fox directors that are not directors or executive officers of News Corporation to consider News Corporation’s proposal and make a recommendation to the Fox stockholders regarding the proposal. The special committee consists of Messrs. Peter J. Powers and Christos M. Cotsakos. The special committee also intends to hire its own independent legal and financial advisors.

~~Also~~99.1 onPress ~~January 10,~~release ~~2005,~~issued ~~complaints~~by ~~relating to a number of purported class actions were filed in Chancery Court in the State of Delaware naming Fox~~FEG, ~~members~~dated ofFebruary ~~the Fox board of directors and News Corporation as defendants. The complaints generally allege~~2, ~~among other things, that members of the Fox board of directors and News Corporation have breached fiduciary duties to the public stockholders of Fox~~2005.

A copy of News Corporation’s proposal letter, which was delivered to the Fox board today, is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description
99.1		Letter to board of directors of Fox Entertainment Group, Inc. regarding the exchange offer dated January 10, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Fox Entertainment Group, Inc. (REGISTRANT) By~~Dated: ~~/s/~~February ~~Lawrence A. Jacobs Lawrence A. Jacobs Senior Executive Vice President~~2, ~~General~~2005 ~~Counsel~~

~~Dated~~FOX ENTERTAINMENT GROUP, INC. By: ~~January~~/s/ 10Lawrence A. Jacobs Lawrence A. Jacobs Senior Executive Vice President, ~~2005~~ General Counsel

EXHIBIT INDEX

Exhibit Number		Description
99.1		Letter to board of directors of Fox Entertainment Group, Inc. regarding the exchange offer dated January 10, 2005.

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