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 February 2002 (February 21, 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

This Special Report is incorporated by reference in the prospectus
contained in Registration Statement Nos. 33-43799, 33-46196, 33-50222,
33-62008, 33-71446, 33-81272, 33-86358, 33-89584, 33-90188, 33-91626,
33-94866, 333-4962, 333-6188, 333-6190, 333-6324, 333-6896, 333-7466,
333-8744, 333-9112, 333-9114, 333-9204, 333-9206, 333-9530, 333-10168,
333-10338. 333-10624 and 333-13556 filed by the Registrant under the
Securities Act of 1933.

Annexed hereto as Exhibits A is a press release of The News
Corporation Limited dated February 21, 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:	February 21, 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 February 21, 2002.					6


News Corporation Issues Shares And Pays Cash to WorldCom

Satisfies Obligations In Connection With ASkyB Joint Venture

NEW YORK, NY, February 21, 2002: News Corporation today announced
that the Company will issue to a subsidiary of WorldCom, Inc.
approximately 121.2 million preferred limited voting ordinary shares
(NYSE: NWS.A, ASX: NCPDP), with a value of US$680 million, and will
pay WorldCom US$250 million in cash.

This share issuance and cash payment satisfy News Corporation's
obligation to issue redeemable preferred stock to WorldCom
(formerly MCI Communications Corporation) in connection with the
unwinding of their former American Sky Broadcasting direct broadcast
satellite joint venture (ASkyB).  ASkyB's major assets were sold in
1999.  News Corporation and WorldCom today also settled all claims
relating to ASkyB.

The shares issued to a subsidiary of WorldCom may initially be sold
only pursuant to an exemption from registration under the Securities
Act of 1933; however, for a period of 90 days after the shares are issued,
WorldCom may request that they be registered for sale in the United States.

The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP;
LSE: NEWCP) is one of the world's largest media companies with
total assets as of December 31, 2001 of approximately US$47
billion and total annual revenues of approximately US$14 billion.
News Corporation's diversified global operations in the United
States, Canada, continental Europe, the United Kingdom, Australia,
Latin America and the Pacific Basin include the production and
distribution of motion pictures and television programming;
television, satellite and cable broadcasting; the publication of
newspapers, magazines and books; the production and distribution
of promotional and advertising products and services; the development
of digital broadcasting; the development of conditional access and
subscriber management systems; and the creation and distribution
of popular on-line programming.

For more information about News Corporation, please visit