FORM 6-K SECURITIES AND EXCHANGE COMMISSION 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 March 2002 (March 4, 2002) THE NEWS CORPORATION LIMITED (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 Annexed hereto as Exhibits A is a press release of The News Corporation Limited dated March 4, 2002. SIGNATURES 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. THE NEWS CORPORATION LIMITED Date: March 4, 2002 By: /s/ Arthur M. Siskind Arthur M. Siskind Director EXHIBIT INDEX Exhibit Page No. in Sequential Numbering System A. Press Release of The News Corporation Limited dated March 4, 2002. 6 EXHIBIT A For Immediate Release Contact: Andrew Butcher 212-852-7070 News America Incorporated Tenders For $500,000,000 Of 8 5/8% Senior Notes Due 2003 ______________________ New York, NY, March 4, 2002 - News America Incorporated today offered to purchase for cash any and all of its outstanding $500,000,000 aggregate principal amount of 8 5/8% Senior Notes Due 2003 (the "Notes"). The tender offer commences at 9:00 a.m. March 4, 2002 and will expire at 5:00 p.m., New York City time, on March 11, 2002, unless extended. Salomon Smith Barney and JP Morgan are acting as dealer managers for the tender offer. The price to be paid for each $1,000 principal amount of Notes validly tendered and accepted for purchase in the tender offer will be the price resulting from a yield to the maturity date (February 1, 2003) equal to the sum of (i) the yield on the 4.75% U.S. Treasury Note due January 31, 2003, as calculated by the dealer managers in accordance with standard market practice, based on the bid price for such U.S. Treasury Note at the time a noteholder agrees to tender such Notes through Salomon Smith Barney, as displayed only on Bloomberg Government Pricing Monitor Page PX3, plus (ii) 0.50% (such price being rounded to the nearest cent per $1,000 principal amount of Notes), together with accrued interest from the last regular payment of semiannual interest to (but excluding) the date of payment. This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is made only by the Letter to Noteholders dated March 4, 2002. Questions regarding the transaction should be directed to Salomon Smith Barney at (800) 558-3745.