Filed by The News Corporation Limited
                         Pursuant to Rule 425 under the Securities Act of 1933
                                      and Deemed Filed Pursuant to Rule 14a-12
                                     under the Securities Exchange Act of 1934

                             Subject Companies: Hughes Electronics Corporation
                                                    General Motors Corporation
                                                Commission File No. 333-105851
                                                Commission File No. 333-105853



                               NEWS CORPORATION

                       Earnings Release Conference Call

                                August 13, 2003


Coordinator                Good morning and thank you all for holding. I'd
                           like to welcome you to the News Corporation and Fox
                           Entertainment Group's fourth quarter earnings
                           release conference call. At this time all lines are
                           in a listen-only mode until the question and answer
                           segment of the call. Also, this call is being
                           recorded. If you have any objections, please
                           disconnect at this time.

                           I would like to turn the call over to Gary
                           Ginsberg, Executive Vice President of Investor
                           Relations and Corporate Communications. Sir, you
                           may begin.

G. Ginsberg                Thank you, Operator. Good morning, everyone, and
                           welcome to today's conference call to discuss the
                           fourth quarter and full-year operating results for
                           both News Corporation and the Fox Entertainment
                           Group. With me today are Rupert Murdoch, Chairman
                           and Chief Executive of News Corp.; Peter Chernin,
                           President and Chief Executive Officer; Lachlan
                           Murdoch, Deputy Chief Operating Officer; Dave
                           DeVoe, Chief Financial Officer.

                           Before we begin our discussion today, let me first
                           make some preliminary statements. This call does
                           not constitute an offer to sell or solicitation to
                           buy in connection with the proposed acquisition by
                           News Corporation of an interest in Hughes
                           Electronics. News, GM, and Hughes have filed
                           materials with the SEC with respect to this
                           transaction. Because they contain important
                           information, investors are urged to read these
                           materials, which are available free of charge at
                           the SEC's Web site.

                           Today's call is, of course, governed by the Safe
                           Harbor provisions. On this call we will make
                           statements that constitute forward-looking
                           statements within the meaning of the Private
                           Securities Litigation Reform Act of 1995. These
                           forward-looking statements involve unknown risks,
                           uncertainties, and other factors, including those
                           described in News' public files with the SEC, that
                           could cause actual materials to be materially
                           different from those in the forward-looking
                           statements.

                           If any non-GAAP financial measures are discussed on
                           this call for which a GAAP reconciliation is not
                           otherwise contained in the News Corp. or Fox
                           earnings releases, News and Fox will post any
                           required additional information on their respective
                           Web sites.

                           With all that, I'd now like to turn the call over
                           to Rupert Murdoch.

R. Murdoch                 Thank you, Gary, and good morning, everyone. We are
                           of course pleased with today's results, both for
                           the quarter and for the fiscal year. A record end
                           to a record year: the most profitable fourth
                           quarter ever and most profitable year in our
                           company's 80 years of existence.

                           The quarter was highlighted by the same durable
                           trends that have fueled our growth throughout the
                           past two years: viewership gains at our cable and
                           broadcast television properties; hit theatrical
                           movies, coupled with a burgeoning home
                           entertainment market; market share increases at
                           nearly all our advertising-dependent businesses;
                           strict cost controls throughout all layers of the
                           company; and a continuing focus on converting more
                           of our profits into free cash flow.

                           Perhaps most encouraging is that the financial and
                           operational goals that we set for the year were
                           surpassed at every one of our key businesses. This
                           performance is clearly reflected in today's
                           results.

                           Record profits at our cable segment. Fox News, FX,
                           Fox Sports, SPEED, and National Geographic all
                           reported dramatic subscriber and ratings gains
                           achieved against formidable competition. The result
                           was a more than doubling of profits over last year.

                           Record profits in our Filmed Entertainment segment.
                           Our ability to create and then leverage hit movies,
                           both large and small, to produce television shows
                           that work, and to create new markets such as the TV
                           DVD market led to the second consecutive year of
                           record profitability.

                           Record profits at our Television Station Group,
                           propelled by the success we achieved in the
                           integration of our duopoly stations and our
                           increase in overall operating margins. And
                           bolstered by the turnaround we accomplished at the
                           Fox Broadcasting Company over the past two
                           quarters.

                           Record profits at HarperCollins, with an array of
                           best sellers across all genres.

                           And for the first time ever, full-year profit at
                           STAR, with the right mix of local programming,
                           marketing, and a strong local management team,
                           turning STAR into an exciting and profitable
                           business with 40 channels in seven languages.

                           We achieved these results because of three
                           fundamental factors: first, our determination to
                           stick to our game plan, a strategy of investing
                           strictly in what we believe will be high-growth
                           businesses and then giving those businesses the
                           resources and support to reach their potential;
                           second, our focus on permanently lowering our cost
                           structure so that revenue gains would flow directly
                           to our bottom line. It resulted, this year, in a
                           total company margin improvement at News
                           Corporation of nearly 20% and record cash from
                           operations at Fox. We're converting more and more
                           of our operating income into free cash. And third,
                           a unique and superior mix of businesses, organized
                           in a successful, closely integrated structure
                           overseen, I think, by one of the most stable
                           management teams in the entertainment industry
                           today. Our companies are working in synch, sharing
                           best practices and management, and leveraging their
                           quality content across our global distribution
                           platforms.

                           We also made significant strategic progress this
                           past year, most noticeably in our successful
                           negotiations to acquire a major interest in Hughes
                           Electronics and its industry-leading DirectTV
                           platform. We are pleased with the pace of the
                           regulatory process to date and we remain very
                           hopeful the transaction will receive the necessary
                           approvals by the end of this calendar year.

                           We're also very encouraged by the successful start
                           of SKY Italia. Our July 31st launch of the new
                           service greatly exceeded expectations. Eight
                           hundred and twenty thousand of the combined
                           platform's two million digital subscribers have
                           already changed over to the new service, with ARPU
                           at least 10% better than expected. We had budgeted
                           to take 18 months to move into solid profit and
                           we're on our way now to a great start.

                           We're also pushing ahead with BSkyB. Last week's
                           announcement that the company had secured,
                           beginning in 2004, another three years of exclusive
                           coverage of British live premier league games at a
                           discount to its current deal should only reinforce
                           the service's popularity and growth. After five
                           years, during which the company converted to
                           digital and exceeded all its forecasts, we are
                           seeing significant financial contributions from the
                           company, which we expect to grow from here.

                           There is much to be pleased about. The assets we've
                           worked to build over the past few years are now
                           performing extremely and reliably well and our
                           newest assets give us great confidence in the
                           opportunities ahead. Thank you very much. I'll turn
                           you, now, over to David DeVoe.

D. DeVoe                   Thanks, Rupert, and good morning, everybody.
                           As Rupert just indicated, we are quite pleased with
                           the company's performance in achieving continued
                           strong revenue and operating income growth, both at
                           Fox and at News Corporation, for the fourth quarter
                           and for the full fiscal year. This performance was
                           particularly satisfying given the broad-based
                           nature of our growth throughout almost every
                           operation of the company.

                           For today's call I will first discuss Fox's
                           performance and then follow that with an overview
                           of News Corporation's results. Since we've just
                           finished our fiscal year, I will focus primarily on
                           the year's results.

                           Before I comment on the Fox results, I call your
                           attention to today's Fox press release, where we
                           describe our use of certain non-GAAP measures.
                           Based upon recent SEC guidance on Regulation G, we
                           will no longer use the term "EBITDA". Instead, we
                           will now use the term "operating income before
                           depreciation and amortization". I want to emphasize
                           that this is a change in name only and we have not
                           changed the way we calculate current, prior, or
                           projected amounts for this measure.

                           As required, this measure is reconciled to the GAAP
                           measure of operating income within the press
                           release and our SEC filings. Now let's take a quick
                           look at Fox's results.

                           For the quarter, the Fox Entertainment Group
                           reported revenue growth of 15%, and operating
                           profit before depreciation and amortization of $505
                           million, up 59% from last year. For the year,
                           operating profit before depreciation and
                           amortization grew to a record $2.1 billion, up 58%
                           from a year ago, while operating income reached a
                           record $1.8 billion. For the year, net income was
                           slightly more than $1 billion, a 77% increase over
                           last year's level, and earnings per share were
                           $1.17. Now let's look at the consolidated results
                           in a little more detail.

                           Filmed Entertainment reported their most profitable
                           year ever, with operating profit before
                           depreciation and amortization of $717 million.
                           Driving this year's earnings were significant home
                           entertainment sales from Ice Age, Shallow Hal,
                           Behind Enemy Lines, Super Troopers, and various
                           catalog titles. Additionally, our theatrical
                           releases in the year had strong market acceptance,
                           as 19 of the 25 releases will achieve ultimate
                           profitability, and these releases include X-Men 2,
                           Drumline, and Phone Booth. These strong results
                           were slightly offset by the theatrical release
                           costs of Down With Love, 28 Days, and the July
                           release of The League of Extraordinary Gentlemen as
                           well as the performance of Solaris and From Justin
                           to Kelly.

                           Our Television Production business, 20th Century
                           Fox Television, also had a successful year,
                           reflecting higher syndication profits from the
                           X-Files, and increased home entertainment sales
                           from 24, Buffy, and The Simpsons. At our Television
                           segment, our Television stations had a record year
                           of revenues and profits, with operating profit
                           before depreciation and amortization reaching $983
                           million. This growth was led by the strength of
                           local news and the network schedule and has
                           resulted in the stations achieving record market
                           share that was accomplished despite the
                           non-recurrence of the Super Bowl on Fox a year ago.

                           At the Fox Broadcasting Network we had the most
                           significant improvement in any of our businesses
                           this year. The operating loss before D&A,
                           depreciation and amortization, was $81 million, an
                           improvement of $182 million from a year earlier.
                           High ratings for American Idol and Joe Millionaire
                           led this substantial growth. Peter will comment
                           more on the network in a moment.

                           Moving on to the Cable Network Programming segment,
                           here we also reported record profits for the year.
                           Our channels continued to experience increases in
                           subscribers and ad revenues while controlling costs
                           across all networks. You should note that this
                           segment's results were negatively affected last
                           year by approximately $30 million and this is due
                           to a write-off we took on the Adelphia bankruptcy.

                           The Cable segment's growth was led by the Fox News
                           Channel, where substantial ratings gains translated
                           to higher ad revenues, subscriber gains to higher
                           affiliate fees, and profits increased despite
                           preemptions and costs for war coverage in Iraq. The
                           Regional Sports Networks, SPEED Channel, and FX all
                           continued their subscriber growth, while ratings
                           gains at FX led the 15% increase in its revenues.
                           Now let's take a look at News Corporation.

                           News Corporation also reported record operating
                           income for the year of $2.53 billion, driven
                           primarily by our Filmed Entertainment, Television,
                           and Cable Network businesses, the results of which
                           were just highlighted. Losses at our associated
                           entities, before other items, of $93 million,
                           improved by $72 million, which is primarily the
                           result of the inclusion of increased contributions
                           from BSkyB, improved results from our Latin
                           American platforms both in Brazil and Mexico,
                           offset in part by the equity accounted losses of
                           Stream, which is now a consolidated operation,
                           which I'll talk about in a minute.

                           News Corporation's net profit for the year, before
                           other items, was $1.1 billion versus $636 million a
                           year ago and earnings per ADR, before other items,
                           was $0.83 versus $0.49 a year ago. Now let's
                           briefly look at News Corporation's divisional
                           results.

                           Film and Cable results at News Corporation are in
                           line with the comments I just made. At News
                           Corporation's television segment, operating income
                           for the year was the highest ever, at $851 million.
                           This performance primarily reflects the growth of
                           the network and the stations discussed earlier. In
                           addition, as Rupert just mentioned, STAR registered
                           its first full year of operating profit, as
                           advertising and subscription revenues increased by
                           a combined 14% across the region led by India.
                           These were achieved despite costs associated with
                           the startup and launch of two new channels in
                           China.

                           One of our key strategic initiatives occurred in
                           late April when we closed on the acquisition of
                           Telepiu and formed SKY Italia, which is now
                           classified as a new reporting segment of the
                           company and it's called the Direct Broadcast
                           Satellite Television. SKY Italia's operating loss
                           of $68 million was better than expected, primarily
                           due to delayed advertising and launch-related
                           spending, which is now expected to occur in the
                           first quarter of fiscal 2004. As Rupert indicated,
                           while we only launched the new consumer offering
                           two weeks ago, initial indicators are very, very
                           positive.

                           At our Magazines and Insert Division we reported an
                           operating income improvement of 9% over 2002
                           levels. This steady profit improvement is driven by
                           higher revenues, particularly in the FSI division,
                           and reduced paper cost. In our Newspaper segment,
                           operating income declined $30 million from a year
                           ago. Growth in Australia, particularly from a
                           healthy advertising environment, was offset by the
                           current price initiative at The Sun in the U.K. The
                           cover price of The Sun was returned to normal
                           levels in May this year, so we expect this segment
                           to continue the growth it's had in the prior year,
                           as we look into fiscal 2004.

                           At our book company, HarperCollins, it delivered
                           record operating profits for the year, as each of
                           their divisions focused on a balanced front list
                           and backlist publishing program and stringent cost
                           controls to improve their margins.

                           Finally, before I address our financial
                           expectations for fiscal 2004, I need, again, to
                           provide some Regulation G comments. As more
                           completely described in Fox's 10-K and 10-Q filings
                           and in the earnings release distributed today, we
                           believe operating profit before depreciation and
                           amortization is a key financial performance matrix
                           for Fox and is determined by taking operating
                           income and adding back depreciation and
                           amortization.

                           If you are looking to reconcile our estimates of
                           Fox's 2004 operating profit before deprecation and
                           amortization to operating income, we estimate that
                           deprecation and amortization for the year will
                           approximate $300 million. With that, let me address
                           our expectations.

                           As we look to fiscal 2004, essentially all of our
                           operating divisions are projecting continued
                           growth. Based on the assumptions inherent in our
                           projections, we are expecting that 2004 operating
                           income growth at News Corporation will be in the
                           range of the high single digits to low double
                           digits, which includes absorbing losses from SKY
                           Italia of approximately $300 million. At Fox,
                           operating profit before deprecation and
                           amortization is projected to increase in the
                           mid-teens above fiscal 2003 levels.

                           With that, I'd like to turn the call over to Peter
                           for his comments.

P. Chernin                 Thanks, Dave. Good morning, everyone. Our fourth
                           quarter and full-year performances indeed reflect a
                           company that is operating superbly. As you've
                           heard, we've had record annual performances from
                           our key content businesses in TV, cable, film, and
                           book publishing. We had industry-leading revenue in
                           operating income before D&A growth for the year.
                           None of our competitors was even close. We improved
                           our operating margins at News by nearly 20% and at
                           Fox by 40% and we beat our year-end forecasts at
                           both News and Fox, even more impressive, given that
                           we increased our forecasts three times during the
                           year.

                           Our gains, as you've heard, come from strong
                           execution of a well-articulated and consistent
                           business plan, from cost discipline and shrewd risk
                           management, but most of all from producing and
                           distributing content that attracted bigger
                           audiences and higher CPMs.

                           But as strong a performance that we put in this
                           year, I'm confident that there's still significant
                           room for improvement at all levels of the company.
                           One of the things that distinguishes News and Fox
                           is our hunger to always do better, and you can be
                           sure that despite our growth this year, that is
                           exactly what we intend to do.

                           Certainly, the engines that propelled our growth in
                           2003 will be present and, in fact, many of them
                           even stronger in 2004. Fox Broadcasting, coming off
                           the single most dramatic turnaround in our history
                           last season, going from last place in the November
                           Sweeps to two consecutive 18-49 Sweep wins in
                           February and May, has enormous momentum going into
                           this season. We are far and away the number one
                           network now in teens and in 18-34 demographics, and
                           we're nipping on the heels of NBC for supremacy
                           among adults 18-49.

                           American Idol and Joe Millionaire were the headline
                           stories for the year; two of the three top shows on
                           primetime television and two of the biggest
                           generators of advertising revenue in the industry.
                           The less-known story was how dramatically those two
                           hit shows lifted our entire schedule.

                           Since January, 24 was up 20%; That 70's Show up
                           26%; King of the Hill up 19%; and Bernie Mac up an
                           astounding 76%. Practically all our returning shows
                           from last year grew, won their time periods, and
                           all will be coming back this coming season.

                           Two events this summer have added to our momentum
                           on the Fox Broadcasting front. First of all, Simon
                           Cowell has been signed for another three years,
                           guaranteeing American Idol's future with Fox.
                           Anyone who thinks American Idol's success last year
                           as a fluke should be wary. American Idol is a
                           genuine American phenomenon; it's here to stay, and
                           its success should be just as durable as a runaway
                           hit scripted series and just as valuable to us as
                           Survivor has been for CBS.

                           Secondly, Ashton Kutcher, the star of That 70's
                           Show, has signed a new deal, which ensures the
                           continuation of That 70's Show for at least the
                           next two years.

                           The challenge for us now is as clear as it is
                           attainable: to build on the momentum we achieved
                           last fiscal year with the ultimate aim of
                           overtaking NBC as the number one network among
                           adults 18-49. We've gotten an earlier start than
                           usual toward reaching that goal by launching a
                           number of our key shows during the summer rather
                           than waiting until the traditional September launch
                           week.

                           Most importantly, we launched The O.C. last week
                           and the pilot episode has been seen by more than 17
                           million viewers. It was a solid start to a show we
                           have high hopes for, a show that's a part of a
                           longer-term strategy to go underneath the
                           competition on Thursday nights and peel away the
                           young audiences, who are always the first to sample
                           new shows.

                           As a network, we have been able to capitalize on
                           hit shows, to build new shows. Using, first, Joe
                           Millionaire and then American Idol, we built 24 and
                           Bernie Mac into certifiable hits, while creating
                           the second highest rated new comedy last season,
                           Wanda At Large. Now we going to continue using that
                           strategy next year by scheduling Skin, a show we're
                           very excited about, behind Joe Millionaire 2 and
                           another show I'm excited about, Stan Hooper, behind
                           That 70's Show.

                           Advertising at the network remained very strong.
                           We're basically sold out through the end of the
                           quarter and scatter, what little we're selling of
                           it, is up double digits over up-front pricing.
                           Given the strength of our up-front performance in
                           May, we're very well positioned, actually, I'd say
                           almost insulated, against any potential softening
                           of the market share in the year. Furthermore, we're
                           again seeing historically low cancellations.

                           We're doing particularly well with sports
                           advertising. Football is far ahead of last year's
                           pace. We've sold almost 60% of inventory for this
                           season and CPMs are up 10% over last year. Baseball
                           is also looking up. We're feeling better about
                           baseball than anytime in many years. We're in great
                           shape for the league championship series and CPMs
                           are up in the mid- to high-single digit range.

                           Advertising at the local level also remains very
                           solid. We're facing difficult comparisons to last
                           year, particularly given the amount of political
                           spending we all enjoyed last year during the third
                           and fourth calendar quarters, but we're expecting
                           pacings for the first fiscal quarter to be up in
                           mid-single digits with the Fox O&Os performing much
                           better than the market in general.

                           We're very upbeat about the full year as well. The
                           strength of the network up front should be felt by
                           the stations beginning in September and we're
                           looking forward to a big bump from increased
                           political spending beginning in the second half of
                           the year.

                           We've improved our market share at the stations 6%.
                           On average now, our stations garner somewhere
                           around a quarter of their market's total
                           advertising spend. This is in part due to the
                           extraordinary ratings performance of our stations.
                           In the last Sweeps period, 21 out of 24 of our O&O
                           markets were number one in adults 18-49 for Fox
                           common prime. Overall, Fox affiliated O&Os improved
                           their total day ratings by more than 10% in all
                           three key demos, led by prime and morning news,
                           which remarkably is now capturing a 20s share.

                           By the way, we've now virtually completed the
                           complex process of integrating our duopoly
                           stations. Only New York, and basically its news
                           facilities, still need to be integrated, which
                           should happen by April of next year. On the whole,
                           we are quite pleased with how the process played
                           out, specifically with the amount of permanent cost
                           we were able to strip out of the second stations
                           and how quickly we've been able to improve overall
                           station margins.

                           Our cable networks, as I'm sure you noticed, also
                           had a phenomenal year; in fact, the second
                           consecutive year of greater than 100% growth. I
                           won't repeat the reasons for our success; by now
                           they're well known to you. I do want to say,
                           however, that we believe that we are on track for
                           another spectacular year. Fox News' lead over CNN
                           on any given night is now anywhere between 50% and
                           100% and growing. FX is on a roll.

                           Nip Tuck is the highest-rated new original series
                           on basic cable, even outperforming ABC and CBS in
                           its Tuesday primetime period among adults 18-49.
                           Fox Sports continues to grow revenues with no
                           meaningful rights agreements up for the remaining
                           of fiscal 2004. SPEED and Nat Geo meanwhile will
                           continue to grow ratings and subscribers, the
                           benefits of which will be seen during the fiscal
                           year.

                           Cable Advertising, like Broadcasting, had a very
                           strong upfront. Our three primary channels all
                           experienced strong double-digit CPM and total
                           dollar gains over last year. Fox News' CPMs are now
                           above CNN's and climbing. The additional
                           opportunity here, of course, is the affiliate fee
                           gains we can expect down the road as first FX and
                           then Fox News' carriage agreements expire and new
                           rates are set based upon the great success of these
                           channels.

                           Dave talked about the record profits of the Film
                           segment this year. While I can't promise, this
                           early in the fiscal year, a third consecutive year
                           of profitability, I can say that we will continue
                           to benefit from the same forces and drivers that
                           have lifted us so well the last few years. Home
                           entertainment sales should again be strong with the
                           releases in this fiscal year of X2, which has
                           grossed over $400 million worldwide so far, and
                           Dare Devil, which has already sold more than 3.2
                           million DVDs domestically.

                           We'll also continue to exploit our successful TV
                           series on DVD, a market we essentially created with
                           revenues last year in excess of $250 million, with
                           new releases scheduled this year of Bernie Mac,
                           season two of 24 on September 9, and season three
                           of The Simpsons later this month. Our upcoming
                           release slate is also quite exciting. Runaway Jury,
                           based on the John Grisham bestseller, in October;
                           Master and Commander by Peter Weir, starring
                           Russell Crowe in November; the next Farrelly
                           brothers' comedy, Stuck On You, starring Matt Damon
                           in early December; a big Christmas comedy, Cheaper
                           By The Dozen, starring Steve Martin on Christmas
                           Day.

                           Next summer also looks quite exciting, starting
                           with the next installment from Roland Emrick, the
                           creator of Independence Day, titled The Day After
                           Tomorrow, followed by a big family movie, Garfield,
                           which is a combination of live action and CG
                           animation, and then in early July, I Robot starting
                           Will Smith.

                           I'd be remiss if I didn't mention the tremendous
                           success of Searchlight, which was responsible for
                           such hits at 28 Days Later and Bend It Like
                           Beckham, which have generated an excess of $28
                           million and $40 million respectively, in box
                           office, off a combined investment of less than $10
                           million.

                           Our Print businesses should also show growth this
                           fiscal year. Our newspapers, from stronger
                           advertising markets in the U.K. and Australia, and
                           the cessation of the tabloid price war in the U.K.,
                           News America Marketing from its vastly expanded
                           market share, and HarperCollins, with its
                           diversified product offerings. Finally, STAR
                           enjoyed its first full year of profitability and we
                           expect it to continue to grow profits in the fiscal
                           year and beyond.

                           As Weekly Variety said this week, we're a company
                           firing on all cylinders. We have the right mix of
                           developed and developing assets, a firm eye on our
                           day-to-day businesses, but also an eye on
                           identifying and building businesses for the future,
                           as we're doing here in the U.S., in Italy, China,
                           and India. We have the strongest brands in the
                           business, run by the strongest, most stable
                           management team in the industry. Our margins and
                           market shares are growing across all of our key
                           businesses. We're generating near-record amounts of
                           free cash flow and shareholders are being rewarded.

                           We've accomplished so much in this past fiscal
                           year, but what's exciting for all of us is the
                           almost limitless opportunities we have to take this
                           great story even further and to deliver even better
                           results this fiscal year and hopefully for many
                           years to come.

                           Thank you very much. I think with that, Rupert,
                           Lachlan, Dave and myself will now take your
                           questions.

Coordinator                Thank you. Richard Bilotti, your line is open and
                           please state your company name.

R. Bilotti                 Good morning. In looking forward at the stations,
                           what is the gap between the margins on, say, the
                           UPN affiliate and your traditional Fox stations?
                           What's the potential to close that gap? Given that
                           your station agreements, in some cases, start to
                           come up this year and you're being so much more
                           successful on the Fox Network than in past years,
                           would you consider re-branding these stations Fox
                           and starting your own second network?

L. Murdoch                 Rich, it's Lachlan here. The UPN stations
                           are all pacing ...16 to roughly 20 points behind
                           our core Fox O&Os. That's the bad news. The good
                           news is, actually, that the margins are actually
                           holding up very strongly to our plans, so while the
                           pacings are behind, all of our UPN stations are
                           still showing record profitability for us, and
                           certainly we're very much ahead of last year.

                           In terms of our view of the performance of UPN,
                           obviously we're very unhappy with it, but they have
                           new management in there and I think we have to give
                           that management a shot with it with this new
                           season, to see how they turn around the performance
                           of that network. Obviously, if they can't turn it
                           around, we have lots of options available to us,
                           and I'll leave it at that.

Richard                    Thank you.

Coordinator                George Colman, your line is open and please state
                           your company name.

G. Colman                  It's Citigroup. I guess the numbers really speak
                           for themselves. I'm interested in your comment,
                           that you're satisfied with the pace of the
                           regulatory approval process for Hughes. Can you
                           speak briefly to how you interpret the pushback of
                           the FCC's deregulation? Is that an irrelevancy or
                           is it, in fact, a positive for your deal?

R. Murdoch                 I think it's an irrelevancy, as it's quite a
                           different issue altogether. We believe that this
                           great feeling in the Congress against the cap is
                           based on a lot of ignorance, that, in fact, free
                           television needs help, not limitation at this time.
                           It really doesn't affect us and it, in no way,
                           crosses over into the issue of DirectTV. There has
                           been no attempt by anybody in the Congress or in
                           any of the questions we've had from the FCC or DOJ
                           to suggest that there's any connection.

G. Colman                  Rupert, just on that, you nominated a subscriber
                           target one call back, which Hughes is now well in
                           front of for the year. Do you have a long-term
                           target in mind in terms of potentially redefining
                           the market opportunity here?

R. Murdoch                 No, I just think we have to make DirectTV a unique
                           viewing experience. There's a tremendous amount of
                           work to do and I believe it will make great
                           progress. I'm hoping we can get back to growth of
                           one million net subscribers a year for a number of
                           years. Obviously you can't do that forever, but we
                           can certainly grow the business in the long term
                           into something much bigger. That's our intention.

G. Colman                  Thank you.

Coordinator                Jessica Reif-Cohen, your line is open and please
                           state your company name.

J. Reif-Cohen              Merrill Lynch. The numbers in the guidance, it
                           sounded like, Dave, you almost thought that every
                           division, including Film, would be up. Could you
                           just give us color? Did you expect it to be in the
                           same ballpark as this past year?

                           Peter, I think you said that cancellation options
                           were at record lows. Did you actually get the
                           options for the December quarter based on the 2003
                           up fronts?

                           Dave, could you comment on the potential for a
                           ratings improvement, a ratings upgrade, given your
                           balance sheet has improved so significantly in the
                           past year?

P. Chernin                 That was a lot of questions, Jessica.

J. Reif-Cohen              Hi, Peter.

D. DeVoe                   With respect to the guidance, we'll leave the
                           guidance as it stands. We're not prepared to really
                           give anymore guidance than what I gave and Peter's
                           comments. I think on the ratings expectation, yes;
                           you can never be totally positive on this, but I
                           would be pretty confident that over the course of
                           the next year we should see a ratings upgrade,
                           given the strength of the company's balance sheet
                           and the company's financial performance.

P. Chernin                 I would say, first of all, my comment about the
                           movie company was just that I think anyone would be
                           crazy to predict movie company earnings one month
                           or three weeks into the year because we have a lot
                           of big movies coming out. As some of our colleagues
                           have seen this summer, one movie is capable of
                           damage. We're not particularly nervous about
                           anything, but we don't want to go out on a limb and
                           guarantee where we are.

                           Cancellations are running low though we have not
                           had December cancellations yet, but we're in the
                           beginning of the second fiscal quarter
                           cancellations.

J. Reif-Cohen              Could you comment on the average length of
                           contracts with MSOs for your regional sports
                           networks? Is there anything coming up?

P. Chernin                 There is nothing coming up. They're all over the
                           place. We have certain contracts generally coming
                           up with MSOs, almost in any given year, but there's
                           not one year in which they all come up; they tend
                           to come up sporadically. A certain amount of them
                           come up virtually every year.

Coordinator                Yolanta Mosojada, your line is open and please
                           state your company name.

Y. Mosojada                Credit Suisse First Boston. Can I just ask what
                           advertising assumptions you're making to underpin
                           the guidance that you've provided in the major
                           geographic territories in which you operate?

D. DeVoe                   Principally, I don't really want to get into
                           the details of all this, but certainly, on the
                           television side, it's mid-single-digit range on
                           some. The print business is slightly above that.

Y. Mosojada                Thank you.

D. DeVoe                   Relatively, we view that as relatively
                           conservative.

Coordinator                Anthony Noto, your line is open and please state
                           your company name.

A. Noto                    The company name is Goldman Sachs. I was wondering
                           if you could comment more on your outlook for the
                           broadcast network. Specifically, in the last two
                           quarters combined, you've had over $70 million in
                           EBITDA in absolute dollars. Based on your guidance,
                           which is obviously a much faster growth rate for
                           your overall company at the Fox level than the rest
                           of the industry, it would imply that you're either
                           taking a very conservative approach to broadcast
                           network or you're going to increase your spending
                           in either development spending on production or on
                           investment spending. I was just wondering if you
                           could give us a little sense of what your plans are
                           there specifically, and whether you're just
                           providing some cushion, or are there incremental
                           program expenses we didn't expect? Thanks.

P. Chernin                 Look, similar to the movie business, broadcast
                           season is fraught with a lot of volatility. We have
                           a tremendous number of new shows we're planning on
                           launching. I think it's foolhardy to assume that
                           they're all going to be successful and you're not
                           going to have some failure; you're not going to
                           have marketing expenses. That being said, we have
                           no change in the model. We are not anticipating
                           significantly higher spending in any areas. We're
                           just making what we think are reasonably
                           conservative but sensible assumptions about where
                           the business goes.

A. Noto                    Great. Thank you.

Coordinator                Our next question comes from Alex Pollak. Your line
                           is open. Please state your company name, Sir.

A. Pollak                  It's Macquarie Bank. Rupert, I'm very curious to
                           get some more color on this film number that you're
                           talking about. I recognize, of course, that if you
                           have a couple of big films and they go bad on you,
                           that you're going to have some difficulties in
                           terms of exceeding the 2003 number of $641 million
                           U.S. at the film level. But I wonder whether you
                           could comment on the increased contribution of the
                           DVD component of the business, both TV product and
                           film, and whether you could even go so far as to
                           say what component of the $641 million comes out of
                           the DVD business and how much more, as a
                           percentage, that is relative to, obviously, a few
                           years ago it didn't exist, but how much more you
                           anticipate that being in the next few years and how
                           fast that will grow. I think you also mentioned one
                           billion U.S. EBIT down the track from film, a
                           couple of years hence, as a target; maybe a soft
                           target, but a target nevertheless.

D. DeVoe                   Peter, before you answer, we're not prepared
                           to provide any additional guidance with respect to
                           the components of the film segment, beyond what
                           Peter will say to you right now. As far as
                           numerically, we're not prepared to do that.

P. Chernin                 What I was going to say is, first of all, in terms
                           of - and Dave will stop me if I'm going too far -
                           the general rule of thumb is that the home
                           entertainment segment of the business accounts for
                           about 50% of the revenues of the business, which
                           includes DVD and home video. Also, obviously, the
                           TV product is reported, except for a small
                           distribution fee is reported in the TV company
                           earnings and in 20th Century Fox Television
                           earnings.

                           I think our view is that we are continuing to see
                           growth in the DVD category, particularly I think
                           there's a lot of growth in international and I
                           think there still remains growth domestically.
                           We're still right around the 50% penetration in
                           U.S. households in DVDs and it's still a very
                           fast-growing consumer product and I think we're
                           still somewhere in the high teens, low 20%
                           penetration in DVDs internationally. We feel
                           confident that there's still a lot of growth left
                           in the whole category.

A. Pollak                  Thank you.

Coordinator                Our next question comes from Kathy Styponias.
                           Please state your company's name, Ma'am.

K. Styponias               Prudential Equity Group. Dave, I was wondering if
                           you could give us color on what kind of comps
                           you're going to face with respect to political
                           revenues in the second half at the TV stations.

                           Rupert, I believe you mentioned that in your sports
                           rights in the U.K. for BSkyB were actually at a
                           discount to what you had originally paid for them
                           last go around. I was wondering if there were any
                           parallels; what drove that lower price and are
                           there any parallels you can draw to the U.S.
                           market? Thanks.

D. DeVoe                   I'll start just quickly on the comps in terms
                           of the political revenues. Obviously, last year,
                           the first and second quarter was sort of massive
                           force in terms of political revenue. It's
                           interesting that that affects this year's pacings.

                           In the first quarter of 2003, for political
                           revenue, I'll put it in terms of the market by
                           month for the markets that our O&Os are in. In July
                           there was roughly just over $20 million in revenue;
                           in August, roughly $60 million; and in September,
                           well over $80 million. So a huge amount of
                           political revenue in those markets came in in the
                           first quarter.

                           If you compare that to this year in terms of the
                           market, what we think the markets are doing,
                           including political, it'd make the markets roughly
                           flat, but if you exclude political, they're up very
                           strongly in the mid- to high-single digits. That's
                           the market. We're pacing above those numbers in
                           terms of the overall market because of our market
                           share gains.

                           If you look at the second quarter going in, the
                           story is even stronger. There was even more
                           political revenue in the second quarter; over $200
                           million in October in those markets, over $140
                           million in November, just a tiny bit, just a couple
                           million dollars, in December. So those numbers are
                           even stronger in terms of what it says about the
                           underlying base markets, excluding political, are
                           very strong.

                           So from a comparison point of view, when we're
                           talking about our pacing, you are comparing it to
                           very, very strong political markets last year. I
                           think it bodes well for the underlying base markets
                           in terms of those overall comments.

R. Murdoch                 On the question of the SKY football contract, we
                           now have SKY a lot more football than before. We
                           have a champions' league; we have FA Cup, which we
                           share with the BBC, and all the Premier League, was
                           purchased as a package.

                           They, under some pressure from the Brussels
                           regulators, divided up the Premier League into four
                           separate packages of games, totaling almost double
                           the number of games that were available for live
                           television in previous contracts. We bid on all
                           four packages and won all four with just very
                           slightly less money in total.

                           The purpose of this is to keep the Premier League
                           happy, of course, but we now have potential, I
                           think, to put up to 60 games on Pay Per View out of
                           that, which will reduce the net price to us quite
                           considerably if we do it.

                           Overall, we have a very mutually satisfactory
                           contract for ourselves and for the Premier League,
                           which is something that, over the years, really
                           built SKY. We're very pleased with it and we expect
                           the Premier League to put up a very vigorous
                           defense of this contract before the regulators. You
                           have the American parallel. There's no parallel to
                           it here, really, the NFL. We won't be around again
                           for some time. We value it greatly.

                           Like I say, though, it is another positive aspect,
                           looking forward, that our advertising bookings for
                           this coming season are well ahead of last year's,
                           with the cost per thousand rates up about 10% on a
                           year ago. So we're in great shape for the coming
                           football season here and we're also ahead, well
                           ahead, of where we were this time last year with
                           the post-season baseball.

Coordinator                Richard Greenfield, your line is open and please
                           state your company name.

R. Greenfield              Fulcrum Global Partners. You look at the
                           tremendous strength on the operating level of Fox,
                           BSkyB, and even GMH, which you're going to be
                           acquiring hopefully at the end of the year. What
                           are your thoughts regarding harvesting cash from
                           those investments, such as through dividends?

                           Separately, a quick follow-up for Dave: You
                           mentioned that it was $182 million year-over-year
                           improvement at the Fox Broadcast Network. How much
                           of that was a year-over-year benefit from the
                           write-off you took at the sports side last year?
                           Thanks.

D. DeVoe                   Rich, given Regulation G, I can't comment on
                           it. I can't give you an answer. I'm sorry. With
                           respect to the dividends, those entities, Rupert
                           may want to follow up on it. We don't have any
                           plans at the moment to take dividends out of those
                           entities. I think the GMH, we haven't even closed
                           the transaction yet, so it's premature for us to
                           even think about it.

R. Murdoch                 If you look at GMH, there's very little positive
                           cash flow there. When we achieve it, we'll
                           certainly wind up pouring it right back into
                           development. We want to be aggressive with the
                           growth of DirectTV if and when we get our hands on
                           it.

Coordinator                Our next question comes from Brendan Lyons. Your
                           line is open and please state your company name.

B. Lyons                   The company name is JB Were. This time last
                           year you gave cash flow guidance figures for the
                           New Year, fiscal 2004. Are you prepared to do that
                           again this year?

D. DeVoe                   Brendan, I thought we gave cash flow guidance at
                           the end of the first quarter, but let me say this.
                           We would expect the free cash flow, which is cash
                           provided from operations after capital expenditures
                           but before investments, next year to exceed this
                           year, and at Fox we would expect the cash flow to
                           be slightly less than in the current year. We will
                           provide more numeric guidance for that at the first
                           quarter conference call.

B. Lyons                   Just looking at the cash flow reported there
                           in the fourth quarter, it looks like it's increased
                           considerably less than the fourth quarter last
                           year. In particular, there was a large increase in
                           receivable in the period. I'm wondering if you can
                           add anymore detail to that.

D. DeVoe                   The majority of that, the receivable increase, has
                           to do with the acquisition of SKY Italia and the
                           closing of SKY Italia. The working capital used,
                           there were significant prepayment of the European
                           football in the fourth quarter.

B. Lyons                   Are you prepared to give a split-out of the STAR
                           contribution in the fourth quarter or is that not
                           permitted?

D. DeVoe                   We don't disclose it.

B. Lyons                   Thanks.

Coordinator                Our next question comes from Tony Wilson. Your line
                           is open and please state your company name.

T. Wilson                  UBS. The cost containment within the TV
                           station, Rupert, has been excellent over the last
                           12 months, and that's obviously been assisted by
                           the move to duopoly markets. Is there any reason
                           why cost growth shouldn't stay at a fairly moderate
                           level going forward the next 12 months at the TV
                           station groups?

                           Also, just in the newspapers, if you could give us
                           a comment on the U.K. Newspaper result in the
                           fourth quarter. I think you stated in your release
                           that the operating income was down around 10% -
                           just the reason behind that?

L. Murdoch                 I'll start with the stations. We think that there
                           are no new syndicated shows picked up for next year
                           in the station shows. We expect our cost to be,
                           from a programming point of view, very flat or
                           basically flat from a programming point of view.
                           So, overall, the cost growth is going to be
                           extremely small.

R. Murdoch                 As far as the U.K. Newspaper Group goes, this was
                           just the price war between The Sun and The Mirror,
                           which ended about halfway through the quarter. It's
                           gone now. I might say that the result of all that
                           was The Mirror is now 5% less in sales than it was
                           before this and The Sun is 2% more. It widened our
                           margin to about 7%.

T. Wilson                  I thought that the price war probably had a more
                           significant impact in Q4 of last year than in Q4 of
                           this year, given that it was the entire subscriber
                           base that was discounted for about half of that
                           fourth quarter in last year.

D. DeVoe                   I think it's as Rupert said; I think in addition in
                           the fourth quarter we had some significant
                           promotions on The Sun as we came off of the
                           discounted cover price.

T. Wilson                  Thank you.

Coordinator                Michael Mangin, your line is open and please state
                           your company name.

M. Mangin                  Deutsche. Congratulations. It is a great
                           result. Just on the other associates, I noticed it
                           quadrupled in the fourth quarter. I was just
                           wondering if you'd be able to give us some color as
                           to what was driving that. Is that Gemstar?

D. DeVoe                   What did you say quadrupled, Mike?

M. Mangin                  Sorry. In the fourth quarter, the other associates
                           jumped from a $6 million contribution last year to
                           a $27 million contribution this year.

D. DeVoe                   Mike, I just don't have the information in front of
                           me. Can I suggest that you call Reed after the call
                           and he'll provide you with the information?

M. Mangin                  Can I ask another question then?

D. DeVoe                   Sure.

M. Mangin                  The turnaround in Latin America in the fourth
                           quarter, I gather that's mostly currency?

D. DeVoe                   The majority of that is currency, yes. It's a
                           reversal of the losses that we took in the first
                           quarter of the year.

M. Mangin                  Great. Thanks.

Coordinator                Our next question comes from Douglas Shapiro. Your
                           line is open and please state your company name.

D. Shapiro                 Bank of America Securities. I was wondering
                           if you could address qualitatively the reasons why
                           the operating expenses at the network are down year
                           over year. And then the second thing is there's
                           been some speculation that Cablevision may sell
                           some of its interest in its non-New York RSNs. I'm
                           just curious if you have any rights of first
                           refusal on those stakes. Thanks.

P. Chernin                 I think that to the degree that there are some
                           slight cost reductions at the network, they are a
                           function of we don't have some of the big expensive
                           series - the David Kelly series, the Joss Weedon
                           series that we premiered last year - so there's
                           been a slight reduction in programming cost. We
                           have a right of approval over anything Cablevision
                           does, but whatever they do, you'd be better served
                           asking them.

D. Shapiro                 Thank you.

Coordinator                David Goldsmith, your line is open and please state
                           your company name.

D. Goldsmith               Buckingham Research. If you could remind us what
                           the free cash flow was at Fox and at News Corp for
                           fiscal 2003?

D. DeVoe                   At News Corp the free cash flow number is
                           $1.267 billion. I've been told I can't give the Fox
                           free cash flow because we haven't filed it yet. We
                           will be filing the Fox 10-K soon and you'll have
                           it.

D. Goldsmith               Thank you.

D. DeVoe                   Let me just say this: With respect to the Fox free
                           cash flow, I think our guidance was $1.1 billion to
                           $1.3 billion and the free cash flow is within that
                           range, to the lower end.

D. Goldsmith               Perfect. Thank you.

G. Ginsberg                Operator, we'll take one last question.

Coordinator                Our last question comes from Spencer Wang. Sir,
                           your line is open and please state your company
                           name.

S. Wang                    JP Morgan. I was wondering if you could give
                           us an update on the status of a new NFL deal with
                           your affiliates, and can you also just remind us
                           what you have in terms of off-network syndication
                           in fiscal 2004? Thanks.

P. Chernin                 I think that there's no status of an NFL deal. You
                           mean with our affiliates?

S. Wang                    Yes.

P. Chernin                 We are working on that and we are optimistic that
                           we will have something finalized pretty quickly. It
                           will be probably similar to where we've been in the
                           last year.

                           What was the second question?

S. Wang                    Off-network syndication in 2004.

P. Chernin                 This is not a huge year for us. We have some
                           ongoing stuff, clearly, with King of the Hill, The
                           Simpsons, and some of the other things. The big
                           year for us is next September where Malcom in the
                           Middle hits syndication.

S. Wang                    Thank you.

G. Ginsberg                Thank you, everybody. If you have any additional
                           questions, as always, feel free to call Reed or
                           Craig ... and myself in New York. Thank you very
                           much for joining us.

                                     * * *

This communication shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any
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In connection with the proposed transactions, on July 24, 2003, General Motors
Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The News
Corporation Limited ("News") filed amended preliminary materials with the
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(when they become available) and any other documents filed by GM, Hughes or
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The documents may also be obtained free of charge by directing such request
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