875 THIRD AVENUE

 

NEW YORK, NY 10022

 

TEL (212) 918-3000

FAX (212) 918-3100

 

WWW.HHLAW.COM

 

 

December 8, 2004

 

VIA EDGAR AND FAX

 

Mr. Michael Fay

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-0305

 

Re:	Fox Entertainment Group, Inc.

Form 10-K for the year ended June 30, 2004

Form 8-K filed November 3, 2004

Commission File Number 1-14595

 

Dear Mr. Fay:

 

This letter supplements an initial response dated December 2, 2004 on behalf of Fox Entertainment Group, Inc. (the “Company”). Capitalized terms used in this letter are defined as in the December 2 letter.

 

Please be advised that the December 2 letter included a typographical error in our response to Comment 2(c) regarding the “Gain on the sale of XM Satellite Radio Holdings, Inc.” In the first sentence of our response, we mistakenly reported that “In the quarter ended March 31, 2004, DTV sold approximately 15,000,000 shares of XM Satellite Radio Holdings, Inc. (“XM”), resulting in an after tax-gain to DTV of $238 million.” We hereby correct our response to state that “In the quarter ended March 31, 2004, DTV sold approximately 19,000,000 shares of XM Satellite Radio Holdings, Inc. (“XM”), resulting in an after tax-gain to DTV of $238 million.”

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If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (212) 918-8270.

 

Very truly yours,

 

/s/ Amy Bowerman Freed

 

Amy Bowerman Freed

 

 

Cc:	Mr. Doug Jones, Securities and Exchange Commission

Mr. Jim Campbell, Securities and Exchange Commission

Mr. David F. DeVoe, Fox Entertainment Group

Mr. Arthur M. Siskind, Fox Entertainment Group

Mr. John P. Nallen, Fox Entertainment Group

Mr. Ian M. Eddleston, Ernst & Young, LLP

Mr. Lewis Kramer, Ernst & Young, LLP

 

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