SecProbe.io

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Mail Stop 3561

      							December 12, 2005

Mr. Michael W. Palkovic
Executive Vice President and Chief Financial Officer
DIRECTV Group, Inc.
2230 East Imperial Highway
El Segundo, California  90245

	Re:	DIRECTV Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 1, 2005

		Forms 10-Q for Fiscal Quarter Ended September 30, 2005
		File No. 1-31945

Dear Mr. Palkovic:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Use of Estimates in the Preparation of the Consolidated Financial
Statements, page 48

Please revise your disclosures to address the following comments.
For additional guidance, refer to Item 303 of Regulation S-K as
well
as Part Five of the Commission`s Interpretive Release on
Management`s
Discussion and Analysis of Financial Condition and Results of
Operation which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

1. We note that you do not disclose your significant accounting
policy for pension and other postretirement benefits.  Please
describe the significant accounting estimates and/or assumptions
you
use to determine your pension and other postretirement costs and
funding obligations and the likelihood of materially different
reported results if different estimates and/or assumptions were to
prevail.  Also, expand your MD&A discussion to describe any known
trends and/or uncertainties related to your pension and
postretirement plans that will likely result in a material change
in
your results of operations, financial condition, or your
liquidity.

2. We note that your discussion regarding goodwill, intangible
assets, and indefinite lived assets valuation did not address the
quantitative value of your assumptions and their sensitivity to
change.  Since critical accounting estimates and assumptions are
based on matters that are highly uncertain, you should analyze
their
specific sensitivity to change, based on other outcomes that are
reasonably likely to occur and would have a material impact on
your
financial condition or results of operations.   Revise your
disclosures accordingly.

Consolidated Statements of Cash Flows, page 58

3. We note on page 63 that satellite costs include construction
costs, launch costs, launch insurance, incentive obligations,
direct
development costs and capitalized interest.  Tell us where you
present incentive obligations in your consolidated cash flow
statements.

Form 10-Q for the Fiscal Quarter Ended September 30, 2005

Note 3: Acquisitions, Divestitures and Other Transactions, page 6

Sky Transactions, page 6

4. We note that the value of the note and the amount of equity you
expect to receive will be adjusted in early 2006 based upon the
successful migration and retention of DIRECTV Mexico`s subscribers
by
Sky Mexico. The value of the equity is in excess of the discounted
value of the variable five year note and the note can only be
converted in early 2006 upon the final verification and agreement
of
the number of subscribers who meet the retention requirement.
Please
tell us in detail how you accounted for this transaction including
the journal entries used.  Also, tell us why you believe you can
recognize a gain prior to the final verification.  Provide us with
your basis in accounting literature.

5. We note in the fourth quarter of 2004, you recorded $362.0
million
in prepaid purchase price and the present value of News
Corporation`s
future reimbursement related to your assumption of certain
liabilities of Sky Multi-Country Partners and certain related
entities in "Investments and Other Assets."  Please tell us in
detail
how you accounted for this transaction including the journal
entries
used.  Also, tell us why it is appropriate to recognize the
assumed
liabilities before the transactions are completed.  Include in
your
response references to the appropriate accounting literature.

ABS-CBN Agreement, page 8

6. We note in the third quarter of 2005, you entered into an
agreement to migrate ABS-CBN Broadcasting Corporation`s
subscribers
from its TFCDirect satellite service to your service.  As a result
of
this agreement, you recognized $1.7 million in costs related to
the
migration of these subscribers as an intangible asset.  We also
note
that you are amortizing this asset over the estimated subscriber
lives of ten years.  Please tell us in detail how you accounted
for
this agreement and your basis for capitalizing the migration
costs.
Include in your response references to the appropriate accounting
literature.

Note 10: Related-Party Transactions, page 20

7. We note that you account for your 50% interest in HNS LLC as an
equity method investment.  Please provide us with a detailed
discussion of the factors discussed in paragraph 5 of FIN 46R
regarding your determination as to whether HNS LLC is a variable
interest entity.  If HNS LLC is a variable interest entity and
subject to the consolidation provisions of FIN 46R, please provide
us
with your analysis as to how you determined that you were not the
primary beneficiary.

Liquidity and Capital Resources, page 48

8. Please expand your liquidity section to discuss future cash
requirements, debt instruments, guarantees and related covenants,
cash management, and known material trends or uncertainties
relating
to such determinations.  For additional guidance, refer to Item
303
of Regulation S-K as well as Part Four of the Commission`s
Interpretive Release on Management`s Discussion and Analysis of
Financial Condition and Results of Operation which is located on
our
website at: http://www.sec.gov/rules/interp/33-8350.htm.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Dean Suehiro, Senior Staff Accountant, at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Michael W. Palkovic
DIRECTV Group, Inc.
December 12, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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