The DirecTV Group (DTV)

On May 17, 2006, The DIRECTV Group, Inc., or DIRECTV, entered into an agreement to purchase a total of 15.5 million shares of its common stock, at $17.12 per share in cash, from the General Motors Special Hourly Employees Pension Trust and the General Motors Special Salaried Employees Pension Trust (collectively, the “GM Plans”). The United States Trust Company, National Association, acting as Trustee, executed this agreement on behalf of the GM Plans.

The transaction is expected to be completed on May 24, 2006. DIRECTV will use available cash or cash equivalents for this transaction. After completion of this transaction, the GM Plans will hold an aggregate of slightly less than 100 million shares of DIRECTV common stock, which will represent approximately 8.0% of the then outstanding shares. As a result, pursuant to the First Amended and Restated Registration Rights Agreement, dated as of March 12, 2003, by and among DIRECTV (as successor to certain rights and obligations of General Motors Corporation pursuant to the Succession Agreement, dated December 22, 2003) and the Trustee as trustee of each of the GM Plans (the “Agreement”), the GM Plans are now permitted to transfer shares without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 144(k) issued under the Securities Act, subject to certain limitations in the Agreement.

On February 7, 2006, the Board of Directors of DIRECTV approved a share repurchase program which authorized DIRECTV to spend up to $3.0 billion to repurchase outstanding shares of DIRECTV common stock. Through May 17, 2006, and including the purchase agreed to with the GM Plans described above, DIRECTV has repurchased approximately 141.5 million shares for $2.24 billion at an average price of $15.80 per share.

Attached as Exhibit 99.1 is a press release issued by DIRECTV with regard to the above described transaction.

ITEM 8.01.  Other Events.

On February 7, 2006, the Company’s Board of Directors approved a stock purchase program.  Under the program, the Company is authorized to acquire from time to time up to $3 billion of the Company’s outstanding shares of common stock.  The repurchases are to be made in the open market or through negotiated transactions.  The timing, amount and nature of such transactions, whether open market or negotiated, will depend on a variety of factors, including market conditions.  The program may be suspended, discontinued or accelerated at any time.

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ITEM 8.01.     Other Events.

The following information was inadvertently omitted from the DIRECTV Group, Inc. (the “Company”) Proxy Statement for the 2005 Annual Meeting of Stockholders;

1.  The DIRECTV Code of Ethics and Business Conduct is available on the Company’s web site, at www.directv.com, and is available in print form to any stockholder who requests it.

2.  The procedure by which an interested party can communicate to a non-management director is as follows:

Stockholder Access to Non-Management Directors

The Nominating and Corporate Governance Committee has adopted the procedures set forth below by which stockholders and other interested persons with concerns regarding the Company may communicate directly with the Chairman of the Nominating and Corporate Governance Committee or all non-management directors as a group.  The Committee has appointed Janet Williamson (janet.williamson@directv.com or 1-800-860-4031) to act as agent for this purpose.

Procedures:

(1) Following receipt of a communication, the agent shall consult with the General Counsel to determine if the communication should be directed to the Ethics Officer for disposition in accordance with the Company’s Procedure for Handling Ethics Complaints (“Ethics Procedure”) and/or should be provided to the Chairman of the Nominating and Corporate Governance Committee for disposition as provided below.

(2)  Based on the outcome of the above, the agent shall:

•                  Provide the communication to the Ethics Officer for processing in accordance with the Ethics Procedure and notify the Chairman of the Committee that she has done so; or

•                  Provide the actual communication, or a summary thereof (as approved by the General Counsel), to the Committee Chairman.

(3) Following receipt of any communication or summary, the Committee Chairman, in consultation with the General Counsel or independent legal counsel, as the Committee Chairman deems appropriate, will determine whether the communication or summary shall be given to all non-management directors and whether such material or other information will be given to management directors.

(4) In any case, the agent shall retain copies of all such communications and make such communications available to non-management directors, or to management directors, as directed by the Chairman of the Committee.

3.  One of the members of the Audit Committee simultaneously serves on the audit committee of more than three public companies.  The Board of Directors has determined that such simultaneous service will not impair the ability of such member to effectively serve on the Company’s Audit Committee.

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Item 8.01                     Other Events

On June 15, 2005, DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (collectively, “DIRECTV”), which are wholly owned subsidiaries of The DIRECTV Group, Inc., closed their previously announced offering of $1.0 billion aggregate principal amount of 6 3/8% Senior Notes due June 15, 2015.  The ten-year senior notes are unsecured and are guaranteed by all of DIRECTV’s material domestic subsidiaries (collectively, the “Guarantors”). DIRECTV received approximately $1 billion in net proceeds from the offering.  The senior notes bear interest payable semiannually in cash in arrears on June 15 and December 15 of each year commencing on December 15, 2005.

DIRECTV and the Guarantors also entered into an indenture governing the senior notes with The Bank of New York, as trustee (the “Indenture”), for the benefit of holders of the senior notes.  Among other things, the Indenture provides that the senior notes are redeemable in whole or in part, at any time prior to June 15, 2010 by paying a “make whole” premium and at any time thereafter at stated redemption prices, in each case plus accrued and unpaid interest to the date of redemption.  DIRECTV may also redeem up to 35% of the aggregate principal amount of the senior notes using the proceeds of certain equity offerings at any time prior to June 15, 2008.

The Indenture also contains certain covenants which restrict the ability of DIRECTV and certain of its subsidiaries, including the Guarantors, to, among other things, incur additional indebtedness; make certain distributions, investments and other restricted payments; create certain liens; enter into transactions with affiliates; merge, consolidate or sell substantially all of its or their assets; and issue equity securities.  If DIRECTV or the Guarantors fail to comply with such covenants, the trustee or holders of the senior notes could determine to accelerate the payment of the obligations under the senior notes.  If certain other events of default relating to bankruptcy and insolvency occur, the senior notes could be immediately due and payable.  Effective as of the first date on which the senior notes are rated investment grade by both rating agencies identified in the Indenture, and notwithstanding that the senior notes may thereafter cease to be so rated, DIRECTV and its subsidiaries will not be subject to certain of the foregoing covenants and the failure to comply with such covenants would not constitute an event of default.

The senior notes were sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered in the United States under the Securities Act or in any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  However, DIRECTV and the Guarantors have also executed a registration rights agreement with the initial purchasers of the senior notes dated as of June 15, 2005 (the “Registration Rights Agreement”) in which DIRECTV and the Guarantors have agreed to use their reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the senior notes for a new issue of substantially identical debt securities registered under the Securities Act.

DIRECTV used a portion of the net proceeds from the sale of the senior notes to repay $500.0 million of outstanding borrowings under the Term B Loan portion of its current senior secured credit facility.  The remainder of the proceeds will be retained by DIRECTV for general corporate purposes.  In connection with this partial repayment of the senior secured credit facility, DIRECTV will record a pre-tax, non-cash charge of approximately $9 million, which will be reported in the consolidated financial statements for each of DIRECTV and The DIRECTV Group, Inc., for the quarter ending June 30, 2005.

The Company is also supplementing its Annual Report on Form 10-K for the year ended December 31, 2004 to confirm that the Company submitted the Listing Company Manual Section 303A.12(a)  certification to the New York Stock Exchange on June 18, 2004.

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Item 8.01  Other Events

On April 13, 2005, DIRECTV Holdings LLC (“Borrower”), a wholly-owned subsidiary of The DIRECTV Group, Inc. (“DTV”), entered into a Credit Agreement (the “Credit Agreement”) and certain related agreements, including a Security Agreement (“Security Agreement”) and a Pledge Agreement (“Pledge Agreement”), with Bank of America, N.A., as Administrative Agent and Collateral Agent, the lenders party to the Credit Agreement, certain subsidiaries of the Borrower, as guarantors, JP Morgan Chase Bank, N.A., as Syndication Agent, Credit Suisse First Boston, Goldman Sachs Credit Partners, L.P. and Citicorp North America, Inc., as Co-Documentation Agents, and Banc of America Securities LLC and J.P. Morgan Securities Inc., as Co-Lead Arrangers and Co-Book Managers.

The Credit Agreement provides for the following credit facilities (collectively, the “senior secured credit facilities”): (a) a $500 million six-year revolving credit facility, all of which is presently undrawn; (b) a $500 million six-year Term Loan A, all of which has been funded; and (c) a $1.5 billion eight-year Term Loan B, all of which has been funded.  The Term Loan A is repayable in quarterly installments beginning in 2008, with $50 million to be paid during the period June 30, 2008 through March 31, 2009; $100 million during the period June 30, 2009 through March 31, 2010; $262.5 million during the period June 30, 2010 through December 31, 2010; and the balance on April 13, 2011.  The Term Loan B is repayable in 30 equal quarterly installments of $3.75 million each, payable during the period from September 30, 2005 through December 31, 2012, with the remaining principal balance due on April 13, 2013.  The Credit Agreement requires certain mandatory prepayments, including in connection with a change in control of Borrower, or from consolidated excess cash flow or the proceeds of certain asset dispositions or equity investments, subject to exceptions as provided in the Credit Agreement.

All borrowings under the Credit Agreement currently bear interest at a rate equal to either London Interbank Offered Rate plus 1.50% per annum, or prime plus 0.50% per annum.  The interest rate may be increased or decreased under certain conditions.  Borrower is required to pay a commitment fee initially set at 0.25% per year on the unused commitment under the revolving credit facility, which fee is subject to increase or decrease under certain conditions.

The revolving portion of the senior secured credit facilities is available to fund Borrower’s working capital and other requirements.  The senior secured credit facilities are secured by substantially all of the assets of Borrower and its current domestic subsidiaries and are fully and unconditionally guaranteed, jointly and severally, by all of Borrower’s current domestic subsidiaries.  The Borrower’s future material domestic subsidiaries are also required to guarantee and grant liens on substantially all of their assets to secure the senior secured credit facilities.

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