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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 216, 2009

THE DIRECTV GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)


1-31945 (Commission File Number)		52-1106564 (IRS Employer Identification No.)
2230 East Imperial Highway El Segundo, California (Address of Principal Executive Offices)		90245 (Zip Code)

(310) 964-5000
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

On ~~Amendment~~October 16, No2009, 2.all of the parties to the ~~Agreement~~action In re The DirecTV Group, Inc., Shareholder Litig., Consolid. C.A. No. 4581-VCP (the "Action"), including The DIRECTV Group, Inc. and ~~Plan~~Liberty Media Corporation, entered into a Stipulation and Agreement of ~~Merger~~ Compromise, Settlement and Release (the "Stipulation").

On October 219, 2009, ~~The~~the ~~DIRECTV~~Delaware ~~Group, Inc.~~Chancery Court (the "~~DIRECTV~~Court") ~~and~~granted ~~Liberty~~preliminary ~~Media~~approval of the settlement of the Action. The ~~Corporation~~Court ~~("Liberty")~~also ~~and~~scheduled ~~certain~~a ~~subsidiaries~~hearing ofon ~~DIRECTV~~November 25, ~~and~~2009 ~~certain~~for ~~subsidiaries~~final approval of ~~Liberty~~the ~~entered~~settlement, ~~into~~at ~~Amendment~~which ~~No. 2~~time (the ~~"Merger~~ ~~Agreement~~Court ~~Amendment")~~will tohear ~~that~~any ~~certain~~objections ~~Agreement~~to ~~and~~the ~~Plan~~settlement. The terms of ~~Merger,~~the ~~dated~~settlement asand ofthe procedure ~~May 3,~~for ~~2009~~filing ~~(as~~a ~~amended,~~stockholder objection to the ~~"Merger~~ ~~Agreement"),~~settlement byare set forth in the Stipulation and ~~among~~the ~~Liberty,~~Notice ~~Liberty~~of ~~Entertainment,~~Settlement filed as Exhibits ~~Inc~~99.1 ~~("LEI"),~~and ~~DIRECTV~~99.2, ~~DIRECTV ("Holdings")~~respectively, ~~DTVG~~to ~~One, Inc.~~this ~~and~~Current Report ~~DTVG~~on ~~Two,~~Form ~~Inc~~8-K.

The Merger Agreement Amendment, among other things, provides for the following:

The foregoing description of the Merger Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to (i) the Merger Agreement Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, (ii) Amendment No. 1 to the Merger Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 30, 2009 (the "July 30, 2009 8-K") and (iii) the Merger Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2009 (the "May 4, 2009 8-K").

Amendment No. 2 to the Voting and Right of First Refusal Agreement

On October 2, 2009, LEI, DIRECTV, Holdings, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (each a "Malone", and collectively the "Malones") entered into Amendment No. 2 (the "Malone Agreement Amendment") to that certain Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among LEI, DIRECTV, Holdings, John C. Malone, Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (as amended, the "Malone Agreement"). The Malone Agreement Amendment amends certain defined terms for tax-related purposes.

The foregoing description of the Malone Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to (i) the Malone Agreement Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, (ii) Amendment No. 1 to the Malone Agreement, which is filed as

Exhibit 10.2 to the July 30, 2009 8-K, and (iii) the Malone Agreement, which is filed as Exhibit 10.3 to the May 4, 2009 8-K.

ITEM 8.01 Other Events

DIRECTV and Liberty have reached an agreement in principle with the plaintiffs (the "Settlement") in the multiple purported class action complaints pending against DIRECTV, Liberty and the DIRECTV board of directors in the Delaware Court of Chancery that were brought on behalf of the public stockholders of DIRECTV alleging, among other things, that the members of the DIRECTV board of directors breached their fiduciary duties in approving the Merger Agreement (the "Delaware Action"). The Settlement will be memorialized in a Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation of Settlement") to be executed by DIRECTV, Liberty and the plaintiffs in the Delaware Action. In the event that final court approval of the Stipulation of Settlement is not obtained by June 30, 2010 (the "Approval Deadline"), the terms of the Stipulation of Settlement and the related changes to the Holdings amended and restated certificate of incorporation and by-laws, with certain limited exceptions, will become null and void.

The Settlement contemplates certain changes to the terms of the mergers and the transaction agreements as follows:

to clauses (i) through (vii) above will not be counted against acquisitions permitted pursuant to this clause (viii). The Malone Standstill cannot be modified without either (i) the approval of the board of directors of Holdings (which must include the unanimous approval of the Qualifying Directors (as defined in the sixth bullet below) then serving on the board of directors of Holdings) or (ii) the approval of the holders of a majority of the outstanding Holdings Class A common stock (other than shares held by the Malones);

obtained by the Approval Deadline) to incorporate certain modifications proposed by the stockholder plaintiffs; and

The amendments to the Merger Agreement contemplated by the Settlement are reflected in the Merger Agreement Amendment. The revised disclosure to the Holdings proxy statement/prospectus contemplated by the Settlement is reflected in the proxy statement/prospectus filed with the SEC on October 2, 2009.

ITEM 9.01 Financial Statements and Exhibits

(d): Exhibits.
99.1: Stipulation and Agreement of Compromise, Settlement and Release, dated October 16, 2009, by and among the parties to the action In re The DirecTV Group, Inc., Shareholder Litig., Consolid. C.A. No. 4581-VCP.
99.2: Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear in the action In re The DirecTV Group, Inc., Shareholder Litig., Consolid. C.A. No. 4581-VCP.

	(d)		Exhibits.
	10.1		Amendment No. 2, dated as of October 2, 2009, to the Agreement and Plan of Merger, dated as of May 3, 2009, by and among Liberty Media Corporation, Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, DTVG One, Inc. and DTVG Two, Inc.
	10.2		Amendment No. 2, dated as of October 2, 2009, to the Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A.

IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC

Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of Liberty Entertainment, Inc., DIRECTV, The DIRECTV Group, Inc. or any of the Liberty Media tracking stocks. The offer and sale of shares in the proposed business combination with Liberty Entertainment, Inc. will only be made pursuant to one or more effective registration statements. Investors and security holders are urged to carefully read the registration statements of Liberty Entertainment, Inc. and DIRECTV filed with the SEC, including the proxy statement/prospectuses contained therein, because they contain important information about these transactions. Investors and security holders are able to obtain free copies of the registration statements and the proxy statements/prospectuses and other documents filed with the SEC by Liberty Entertainment, Inc., DIRECTV, Liberty Media Corporation and The DIRECTV Group, Inc., as the case may be, through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statements and the Proxy Statements/Prospectuses from Liberty Media Corporation by contacting Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone (720) 875-5408 or from The DIRECTV Group, Inc. by contacting The DIRECTV Group, Inc., 2230 E. Imperial Highway, El Segundo, CA 90245, Attn: Investor Relations, Telephone (310) 964-0808.

PARTICIPANTS IN A SOLICITATION

The directors and executive officers of The DIRECTV Group, Inc. and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals to approve the transactions. Information regarding the directors and executive officers of each of The DIRECTV Group, Inc. and DIRECTV and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise are available in the proxy materials filed with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE DIRECTV GROUP, INC. (Registrant)
Date: October 2, 2009	By:	/s/ LARRY D. HUNTER
Date: October 20, 2009	By:
		/s/ LARRY D. HUNTER
	Name:	Larry D. Hunter
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.			Exhibit
	10.1		Amendment No. 2, dated as of October 2, 2009, to the Agreement and Plan of Merger, dated as of May 3, 2009, by and among Liberty Media Corporation, Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, DTVG One, Inc. and DTVG Two, Inc.
	99.1		Stipulation and Agreement of Compromise, Settlement and Release, dated October 16, 2009, by and among the parties to the action In re The DirecTV Group, Inc., Shareholder Litig., Consolid. C.A. No. 4581-VCP.
	10.2		Amendment No. 2, dated as of October 2, 2009, to the Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A.
	99.2		Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear in the action In re The DirecTV Group, Inc., Shareholder Litig., Consolid. C.A. No. 4581-VCP.

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Item 8.01 Other Events

ITEM 9.01 Financial Statements and Exhibits

SIGNATURE
EXHIBIT INDEX

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