- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * Peled Abraham	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 __ X __ Officer (give title below)      _____ Other (specify below) Chairman and CEO
(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		J (1)		8356	D	(1)	4140	D
Series A ordinary shares	1/27/2009		J (1)		8356	A	(1)	8356	I	By special purpose trust
Series A ordinary shares	1/27/2009		M		226000	A	(2)	234356	I	By special purpose trust
Series A ordinary shares	1/27/2009		M		35471	A	(3)	269827	I	By special purpose trust

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)	(4)	1/27/2009		M			56000	(4)	10/3/2011	Series A ordinary shares	56000	(4)	0	D
Executive Stock Option (right to buy)	(5)	1/27/2009		M			60000	(5)	11/4/2013	Series A ordinary shares	60000	(5)	0	D
Executive Stock Option (right to buy)	(6)	1/27/2009		M			50000	(6)	12/21/2014	Series A ordinary shares	50000	(6)	0	D
Executive Stock Option (right to buy)	(7)	1/27/2009		M			60000	(7)	1/31/2016	Series A ordinary shares	60000	(7)	0	D
Conditional Award Units (2007)	(8)	1/27/2009		M			14033	(8)	(8)	Series A ordinary shares	14033	(8)	0	D
Conditional Award Units (2008)	(9)	1/27/2009		M			21438	(9)	(9)	Series A ordinary shares	21438	(9)	0	D

Explanation of Responses:
( 1)	Pursuant to 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 deposited into a special purpose trust for the benefit of the reporting person. 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.
( 2)	In connection with 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.
( 3)	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.
( 4)	This option, which provided for vesting in four equal annual installments beginning October 4, 2002 and an exercise price of $21.90, 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 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.
( 6)	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.
( 7)	This option, which provided for vesting in four equal annual installments beginning January 31, 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.
( 8)	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.
( 9)	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
Peled Abraham C/O NDS GROUP LIMITED ONE HEATHROW BOULEVARD, 286 BATH ROAD WEST DRAYTON, MIDDLESEX, X0 UB7 0DQ	X		Chairman and CEO

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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