FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

POWERS PETER J 		2. Issuer Name and Ticker or Trading Symbol

NDS GROUP PLC [ NNDS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O NDS GROUP LIMITED, ONE HEATHROW BOULEVARD, 286 BATH ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2009
(Street)

WEST DRAYTON, MIDDLESEX, X0 UB7 0DQ
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A ordinary shares   1/27/2009     M    8750   A   (1) 8750   I   By special purpose trust  
Series A ordinary shares   1/27/2009     M    3125   A   (2) 11875   I   By special purpose trust  
Series A ordinary shares                  1875   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Executive Stock Option (right to buy)     (3) 1/27/2009     M        1250      (3) 5/10/2013   Series A ordinary shares   1250     (3) 0   D    
Executive Stock Option (right to buy)     (4) 1/27/2009     M        2500      (4) 12/21/2014   Series A ordinary shares   2500     (4) 0   D    
Executive Stock Option (right to buy)     (5) 1/27/2009     M        5000      (5) 1/31/2016   Series A ordinary shares   5000     (5) 0   D    
Conditional Award Units (2007)     (6) 1/27/2009     M        1250      (6)   (6) Series A ordinary shares   1250     (6) 0   D    
Conditional Award Units (2008)     (7) 1/27/2009     M        1875      (7)   (7) Series A ordinary shares   1875     (7) 0   D    

Explanation of Responses:
( 1)  In connection with the transaction described in the Implementation Agreement by and among the issuer, Nuclobel Lux 1 S.ar.l, Nuclobel Lux 2 S.ar.l, NDS Finance Limited, News Corporation and NDS Holdco, Inc. (the "Transaction"), the shares were acquired when the reporting person exercised his options with the benefit of a cashless exercise facility under which the exercise price will be deducted on a future date upon the closing of the Transaction. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction. Until the closing of the Transaction, the shares are held in a special purpose trust for the benefit of the reporting person.
( 2)  In connection with the Transaction, the shares were acquired pursuant to the vesting and conversion of all outstanding conditional award units. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction. Until the closing of the Transaction, the shares are held in a special purpose trust for the benefit of the reporting person.
( 3)  This option, which provided for vesting in four equal annual installments beginning November 5, 2004 and an exercise price of $17.12, was converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
( 4)  This option, which provided for vesting in four equal annual installments beginning December 22, 2005 and an exercise price of $32.96, was converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
( 5)  This option, which provided for vesting in four equal annual installments beginning February 1, 2007 and an exercise price of $43.13, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
( 6)  This conditional award, which provided for vesting in four equal annual installments beginning August 15, 2007, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
( 7)  This conditional award, which provided for vesting in four equal annual installments beginning August 15, 2008, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
POWERS PETER J
C/O NDS GROUP LIMITED
ONE HEATHROW BOULEVARD, 286 BATH ROAD
WEST DRAYTON, MIDDLESEX, X0 UB7 0DQ 		X



Signatures
/s/ Andrew Woodward, by power of attorney 1/29/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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