SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                                 July 17, 1996        
                     (Date of earliest event reported)

                      NEW WORLD TELEVISION INCORPORATED     
           (Exact name of Registrant as specified in its charter)

       Delaware                33-64546                59-2813891   
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

       3200 Windy Hill Road, Suite 1100-West, Atlanta, Georgia  30339
        (Address of principal executive offices, including zip code)

                               (770) 955-0045                       
            (Registrant's telephone number, including area code)

       _____________________________________________________________
       (Former name or former address, if changed since last report)


          ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

                    New World Communications Group Incorporated, a
          Delaware corporation and the sole stockholder of the
          Registrant ("New World"), NWCG (Parent) Holdings Corpora-
          tion, a Delaware corporation ("NWCGP"), NWCG Holdings
          Corporation, a Delaware corporation and a subsidiary of
          NWCGP ("Holdings"), and The News Corporation Limited, a
          South Australia corporation ("News Corp."), have entered
          into a binding Memorandum of Understanding, dated as of
          July 17, 1996 (the "Agreement"), pursuant to which (a) a
          subsidiary of News Corp. will merge with and into New
          World and New World will become a subsidiary of News
          Corp. (the "Merger"), and each outstanding share of
          common stock of New World (other than shares held by News
          Corp.) will be converted into the right to receive 1.45
          American Depositary Receipts ("ADRs") of News Corp., each
          representing four Preferred Limited Voting Ordinary
          Shares of News Corp., (b) News Corp. will purchase from
          NWCGP (i) all of the shares of capital stock of New World
          owned by NWCGP and (ii) all of the outstanding capital
          stock of Holdings for 1.45 ADRs per share of common stock
          of New World owned in the aggregate by NWCGP and Hold-
          ings, reduced by the amount of certain indebtedness of
          Holdings, (c) News Corp. will purchase from an affiliate
          of NWCGP certain real estate consisting of an office
          building that serves as New World's headquarters in Los
          Angeles, California, and (d) News Corp. will assume all
          of the obligations of an affiliate of NWCGP under certain
          promissory notes issued in connection with the acquisi-
          tion of New World Entertainment Ltd.  In addition, NWCGP
          has agreed to vote, or cause to be voted, all of the
          shares of capital stock of New World beneficially owned
          by it or its subsidiaries in favor of the Merger and, if
          applicable, the other transactions contemplated by the
          Agreement.

                    The Merger and the other transactions are
          conditioned on one another and the Merger is subject to
          certain other conditions, including approval by the
          Federal Communications Commission and other customary
          conditions.

                    The description of the Agreement included in
          this Report is a summary and is qualified in its entirety
          by the terms of the Agreement, which is filed as Exhibit
          2.1 to this Report and is incorporated herein by reference.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                    EXHIBITS

                    (c)  Exhibits

                     2.1    Memorandum of Understanding among New
                            World, NWCGP, Holdings and News Corp.,
                            dated as of July 17, 1996

                    99.1    Press Release issued by New World, 
                            dated July 17, 1996


                                  SIGNATURE

                    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
          hereunto duly authorized.

                                   NEW WORLD TELEVISION INCORPORATED

                                   By:   /s/ Joseph P. Page    
                                        ____________________________
                                        Joseph P. Page
                                        Vice President and
                                        Chief Financial Officer

          Date:  July 30, 1996


                                EXHIBIT INDEX

          Exhibit
          Number            Exhibit                               Page

           2.1              Memorandum of Understanding among New
                            World, NWCGP, Holdings and News Corp.,
                            dated as of July 17, 1996

          99.1              Press Release issued by New World,
                            dated July 17, 1996
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                                 July 17, 1996        
                     (Date of earliest event reported)

                      NEW WORLD TELEVISION INCORPORATED     
           (Exact name of Registrant as specified in its charter)

       Delaware                33-64546                59-2813891   
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

       3200 Windy Hill Road, Suite 1100-West, Atlanta, Georgia  30339
        (Address of principal executive offices, including zip code)

                               (770) 955-0045                       
            (Registrant's telephone number, including area code)

       _____________________________________________________________
       (Former name or former address, if changed since last report)

          ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

                    New World Communications Group Incorporated, a
          Delaware corporation and the sole stockholder of the
          Registrant ("New World"), NWCG (Parent) Holdings Corpora-
          tion, a Delaware corporation ("NWCGP"), NWCG Holdings
          Corporation, a Delaware corporation and a subsidiary of
          NWCGP ("Holdings"), and The News Corporation Limited, a
          South Australia corporation ("News Corp."), have entered
          into a binding Memorandum of Understanding, dated as of
          July 17, 1996 (the "Agreement"), pursuant to which (a) a
          subsidiary of News Corp. will merge with and into New
          World and New World will become a subsidiary of News
          Corp. (the "Merger"), and each outstanding share of
          common stock of New World (other than shares held by News
          Corp.) will be converted into the right to receive 1.45
          American Depositary Receipts ("ADRs") of News Corp., each
          representing four Preferred Limited Voting Ordinary
          Shares of News Corp., (b) News Corp. will purchase from
          NWCGP (i) all of the shares of capital stock of New World
          owned by NWCGP and (ii) all of the outstanding capital
          stock of Holdings for 1.45 ADRs per share of common stock
          of New World owned in the aggregate by NWCGP and Hold-
          ings, reduced by the amount of certain indebtedness of
          Holdings, (c) News Corp. will purchase from an affiliate
          of NWCGP certain real estate consisting of an office
          building that serves as New World's headquarters in Los
          Angeles, California, and (d) News Corp. will assume all
          of the obligations of an affiliate of NWCGP under certain
          promissory notes issued in connection with the acquisi-
          tion of New World Entertainment Ltd.  In addition, NWCGP
          has agreed to vote, or cause to be voted, all of the
          shares of capital stock of New World beneficially owned
          by it or its subsidiaries in favor of the Merger and, if
          applicable, the other transactions contemplated by the
          Agreement.

                    The Merger and the other transactions are
          conditioned on one another and the Merger is subject to
          certain other conditions, including approval by the
          Federal Communications Commission and other customary
          conditions.

                    The description of the Agreement included in
          this Report is a summary and is qualified in its entirety
          by the terms of the Agreement, which is filed as Exhibit
          2.1 to this Report and is incorporated herein by reference.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                    EXHIBITS

                    (c)  Exhibits

                     2.1    Memorandum of Understanding among New
                            World, NWCGP, Holdings and News Corp.,
                            dated as of July 17, 1996

                    99.1    Press Release issued by New World, 
                            dated July 17, 1996

                                  SIGNATURE

                    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
          hereunto duly authorized.

                                   NEW WORLD TELEVISION INCORPORATED

                                   By:   /s/ Joseph P. Page    
                                        ____________________________
                                        Joseph P. Page
                                        Vice President and
                                        Chief Financial Officer

          Date:  July 30, 1996

                                EXHIBIT INDEX

          Exhibit
          Number            Exhibit                               Page

           2.1              Memorandum of Understanding among New
                            World, NWCGP, Holdings and News Corp.,
                            dated as of July 17, 1996

          99.1              Press Release issued by New World,
                            dated July 17, 1996