The DirecTV Group (DTV)

Item 1.01               Entry into a Material Definitive Agreement

On February 24, 2006, The DIRECTV Group, Inc., or DIRECTV, entered into an agreement to purchase a total of 100 million shares of its common stock, at $15.50 per share in cash, from the General Motors Special Hourly Employees Pension Trust, the General Motors Special Salaried Employees Pension Trust and the Sub-Trust of the General Motors Welfare Benefit Trust (collectively, the “GM Employee Benefit Plans”).  The United States Trust Company of New York, acting as Trustee, executed this agreement on behalf of the GM Employee Benefit Plans.

The transaction is expected to be completed on March 3, 2006.  The GM Employee Benefit Plans currently hold an aggregate of approximately 215 million shares representing approximately 15.5% of the outstanding shares of DIRECTV.  After completion of this transaction, the GM Employee Benefit Plans will hold an aggregate of approximately 115 million shares of DIRECTV common stock, which will represent approximately 9 percent of the then outstanding shares.  DIRECTV will use available cash or cash equivalents for this transaction.

Attached as Exhibit 10.1 is the agreement with the GM Employee Benefit Plans and as Exhibit 99.1 is a press release issued by DIRECTV with regard to the above described transaction.

ITEM 1.01. Entry Into a Material Definitive Agreement.

On February 10, 2005, The DIRECTV Group, Inc. (the “Company”), Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of specified underwriters (“Underwriters”) and the General Motors Special Hourly Employees Pension Trust, the General Motors Special Salaried Employees Pension Trust and the Sub-Trust of the General Motors Welfare Benefit Trust (collectively, the “Selling Stockholders”) entered into an Underwriting Agreement (“Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase, an aggregate of 55,000,000 shares of the Company’s common stock, par value $.01 per share (the “Shares”) at a price of $15.29 per Share ($14.8542 per Share after deducting the underwriting discount). The Shares are being sold pursuant to the Registration Statement on Form S-3 (File No. 333-122215) filed by the Company with the Securities and Exchange Commission (“SEC”) and declared effective on February 10, 2005. The Company will not receive any of the proceeds of this sale, which is expected to be completed on February 16, 2005. Pursuant to the Underwriting Agreement, the Underwriters have the option, for 30 days, to buy up to an additional 5,500,000 Shares at the specified price, to cover sales by the Underwriters in excess of 55,000,000 Shares.

On February 8, 2005, the Compensation Committee of the Company’s Board of Directors approved salaries of executive officers, cash bonuses for 2004 pursuant to the Company’s Executive Officer Cash Bonus Plan (“Bonus Plan”) and grants of restricted stock units for 2005 pursuant to the Company’s 2004 Stock Plan (“2004 Stock Plan”) as follows:

1

The base salary increase for each of the executive officers was approximately equal to the annualized percentage increase in 2004 cost of living in the New York City area (3.8%). In establishing the cash bonus payment to each executive officer, the Compensation Committee first determined and certified that the performance target for 2004 was satisfied, so that the maximum bonus under the Bonus Plan of $5 million per executive officer could have been paid. The Compensation Committee exercised its negative discretion in establishing the amounts of individual bonus awards for each executive officer with each final bonus being less than the maximum. The Compensation Committee took into consideration, among other things, reports from an independent compensation consultant in this connection, and with respect to certain other matters considered.

In the case of Messrs. Carey and Stern, no new grant of restricted stock units was made, as their respective 2004 restricted stock unit award was anticipated to be the only such award for the four year term of their respective employment agreements.

In the case of Mr. Carey, his compensation was also separately reviewed and approved by the Board of Directors, based on the recommendation of the Compensation Committee. In this connection, the Compensation Committee and the Board of Directors determined that Mr. Carey should be paid in excess of his target bonus under his employment agreement, but less than the maximum.

The Compensation Committee also determined that, for the 2002-2004 performance period under the Company’s Long-Term Achievement Plan, the payout would be at 83.9% of the target awards granted in 2002 to each remaining participant in such plan. Accordingly, Messrs. Hunter and Doyle (the only executive officers of the Company currently participating in this plan) will receive cash payments of $217,377 and $196,706, respectively.

With respect to the performance goals for restricted stock units granted to all the executive officers in 2004, the Compensation Committee determined that, for the first year of the three year performance period for all executive officers other than Messrs. Carey and Stern, the Company achieved slightly in excess of the performance targets established by the Compensation Committee in 2004 (1.019). This amount will be averaged with the performance in 2005 and 2006, to determine the adjustment factor to be multiplied by the restricted stock units granted to each such executive officer in 2004, to establish the number of shares to be issued (or cash equivalent to be paid) to each such executive officer at the end of the three year performance period. The Compensation Committee has reserved “negative” discretion to reduce payments or otherwise adjust downward restricted stock unit awards in accordance with the 2004 Stock Plan, and in no event may the adjustment factor for the entire performance period exceed 1.000. In the case of Messrs. Carey and Stern, the Compensation Committee deferred the decision on the calculation of the adjustment factor for their respective restricted stock unit awards for the four year performance period ending December 31, 2007.

2

Also on February 8, 2005, the Board of Directors, upon the recommendation of the Compensation Committee, increased the number of restricted stock units awarded annually to the independent directors from 2,000 to 4,000, effective in 2005. Other compensation for service on the Board of Directors was not changed.

The Compensation Committee established performance goals under the 2004 Stock Plan for the restricted stock units awarded for 2005, which are based on achievement of certain targets over the three year period from January 1, 2005 through December 31, 2007. These goals relate to the following items: net annual subscriber growth; average annual churn; average annual ARPU growth; average annual SAC; and average annual margin improvement. The Compensation Committee also established the performance target for determination of the maximum tax-deductible amount payable to any executive officer in calendar year 2005 under the Bonus Plan, and it is to be based on net annual subscriber growth. The Compensation Committee believes that the specific performance targets for awards under each of the 2004 Stock Plan and the Bonus Plan constitute confidential business information, the disclosure of which could adversely affect the Company.

Attached as Exhibit 1.1 is the Underwriting Agreement. Attached as Exhibits 10.1 and 10.2 are the Terms and Conditions of the restricted stock unit awards to independent directors and to applicable executive officers, respectively, for 2005. The description of each such document in this report is qualified in its entirety by reference to the applicable document. Reference is also made to the Bonus Plan and to the 2004 Stock Plan, previously filed with the SEC on April 16, 2004 as exhibits to the Company’s Definitive Proxy Statement on Schedule 14A.