Form 4 CAREY CHASE For: Aug 03 (10K)

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAREY CHASE

(Last)

(First)

(Middle)

C/O THE DIRECTV GROUP, INC., 2230 EAST IMPERIAL HIGHWAY

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIRECTV GROUP INC [DTV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2009		M⁽¹⁾		71,040	A	$ 15.69	701,932	D
Common Stock	08/03/2009		F⁽²⁾		55,849	D	$ 26.0965 ⁽³⁾	646,083	D
Common Stock	08/03/2009		S⁽⁴⁾		15,191	D	$ 26.0965 ⁽³⁾	630,892	D
Common Stock	08/03/2009		M⁽¹⁾		146,115	A	$ 18.5	777,007	D
Common Stock	08/03/2009		F⁽²⁾		123,468	D	$ 26.0965 ⁽³⁾	653,539	D
Common Stock	08/03/2009		S⁽⁴⁾		22,647	D	$ 26.0965 ⁽³⁾	630,892	D
Common Stock	08/03/2009		M⁽¹⁾		82,845	A	$ 23.41	713,737	D
Common Stock	08/03/2009		F⁽²⁾		78,525	D	$ 26.0965 ⁽³⁾	635,212	D
Common Stock	08/03/2009		S⁽⁴⁾		4,320	D	$ 26.0965 ⁽³⁾	630,892	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 15.69

08/03/2009

M⁽¹⁾

71,040

11/15/2004

09/30/2009

Common Stock

71,040

$ 0 ⁽⁵⁾

Stock Option (right to buy)

$ 18.5

08/03/2009

M⁽¹⁾

146,115

⁽⁶⁾

09/30/2009

Common Stock

146,115

$ 0 ⁽⁵⁾

Stock Option (right to buy)

$ 23.41

08/03/2009

M⁽¹⁾

82,845

03/16/2004

09/30/2009

Common Stock

82,845

$ 0 ⁽⁵⁾

479,137

Explanation of Responses:

1. Exercise of stock options granted pursuant to Rule 16b-3 qualified Incentive Plan (The DIRECTV Group, Inc. Amended and Restated 2004 Stock Plan).

2. Shares withheld from payment of exercise price and tax withholding.

3. Shares sold in multiple transactions with an average execution price of $26.0965.

4. Shares sold pursuant to a plan entered into on March 12, 2009, and amended on June 25, 2009, relating solely to stock options otherwise expiring September 30, 2009 and intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934.

5. Employee stock option granted pursuant to Rule 16b-3 qualified Incentive Plan (The DIRECTV Group, Inc. Amended and Restated 2004 Stock Plan).

6. Stock Options vested 73,057 on March 16, 2004, 36,529 on August 30, 2004, and 36,529 on August 30, 2005.

	Keith U. Landenberger, Atttorney in fact	08/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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