The DirecTV Group (DTV)

Item 5.05.  Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective February 6, 2007, the Board approved amendments to the Company’s Code of Ethics and Business Conduct and the Company’s Procedure for Handling Ethics Complaints.  The amended versions of these documents are available on our website at www.directv.com and are attached to this report as Exhibit 14.1 and Exhibit 14.2.  The amendments include a number of non-substantive changes to clarify or augment existing provisions and include a new Ethics Helpline number for the Company and a separate Ethics Helpline for DIRECTV Latin America.  The amendments include a specific prohibition against the use of any inappropriate means to investigate or obtain data concerning suppliers, contractors, customers, competitors, employees or directors, including, without limitation, pretexting.  The amendments also place responsibility on the General Counsel and a designated government affairs officer to manage, review and approve federal, state and local lobbying activities, political action programs, onsite political events, activities and visits from federal, state and local officials, and request for consultant services involving state and local legislative lobbying.  The Board made no changes to the portion of the Code of Ethics specifically for the Chief Executive Officer and Senior Financial Officers.