UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): October 16, 2015

~~Date~~DIRECTV ofGROUP ~~report (Date of earliest event reported) July 24~~HOLDINGS, ~~2015~~LLC

~~DIRECTV GROUP HOLDINGS, LLC~~ (successor in interest to DIRECTV)

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	~~1-34554~~	26001-~~4772533~~34554	26-4772533
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification Number)

2260 East Imperial Highway El Segundo, California	90245
2260 East Imperial Highway,
(Address of Principal Executive Offices)	(Zip Code)
El Segundo, California	90245
(Address of principal executive offices)	(Zip Code)

Registrant’'s telephone number, including area code : (310) 964-5000

~~_________________________________________________________~~N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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)~~:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 42.~~01 Changes~~06. inMaterial ~~Registrant’s Certifying Accountant~~Impairments.

AsThe ~~previously~~disclosure ~~disclosed~~set forth in ~~the~~Item ~~Form~~4.02 ~~10-Q~~below ~~for the quarter ended June 30, 2015, which was filed on August 7, 2015, the independent accountant previously engaged by DIRECTV Group Holdings, LLC (DIRECTV), Deloitte & Touche LLP (Deloitte),~~ is noincorporated ~~longer independent as a result of the acquisition of DIRECTV~~ by ~~AT&T Inc~~reference. on July 24, 2015. AT&T’s independent auditor, Ernst & Young LLP, was was engaged on August 24, 2015 to audit the financial statements of DIRECTV and/or DIRECTV Holdings, LLC for the year ended December 31, 2015, as authorized by AT&T’s Audit Committee.

Item ~~DIRECTV did not have any disagreements (as such term is defined in Instruction~~ 4.02. ~~to Item 304 of Regulation S~~Non-K)Reliance ~~with Deloitte during the two most recent fiscal years or in 2015~~ on ~~any~~Previously ~~matter~~Issued ofFinancial ~~accounting~~Statements ~~principles~~ or ~~practices,~~a ~~financial~~Related ~~statement~~Audit ~~disclosure~~Report or ~~auditing~~Completed ~~scope~~Interim or procedures, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreements in their reports on the Company’s consolidated financial statements for such yearsReview. Deloitte’s reports on DIRECTV’s financial statements for the years ended December 31, 2013 and December 31, 2014 did not contain any adverse opinion, disclaimer of opinion, qualification or modification.

~~The~~On ~~Company~~October ~~provided~~16, ~~Deloitte~~2015, ~~with~~DIRECTV, aafter ~~copy~~discussion ofwith ~~this~~DIRECTV's ~~Current~~new ~~Report~~independent onaccountant, ~~Form~~concluded ~~8-K~~that ~~prior~~the toDIRECTV ~~its~~financial ~~filing~~statements ~~with~~for the ~~Securities~~fiscal ~~and~~quarter ~~Exchange~~ended ~~Commission~~June ~~(SEC)~~30, 2015 contained an error and ~~requested~~should ~~that~~no ~~Deloitte~~longer ~~furnish~~be itrelied ~~with~~upon. aThese ~~letter~~financial ~~addressed~~statements tohad not previously been reviewed by DIRECTV's independent accountant. In those financial statements, DIRECTV used the ~~SEC~~Sistema ~~stating~~Complementario ~~whether~~de Administración de Divisas, or ~~not~~SICAD, itrate ~~agrees~~(which ~~with~~was ~~the~~12.8 ~~above~~Venezuelan ~~statements~~bolivars per U.S. Adollar ~~copy~~as of ~~Deloitte’s~~June ~~letter~~30, ~~dated~~2015) ~~August~~to 26remeasure DIRECTV's Venezuelan subsidiary's monetary net assets. In the Form 10-Q for the fiscal quarter ended June 30, 2015, isDIRECTV ~~filed~~disclosed the possibility of using the Sistema Marginal de Divisas, or SIMADI, rate (which was 197.7 Venezuelan bolivars per U.S. dollar as ~~Exhibit~~of 16June to30, ~~this~~2015) ~~Current~~as ~~Report~~well onas ~~Form~~the ~~8-K~~potential financial impacts of doing so; however, the report did not use the SIMADI rate or record the remeasurement of net monetary assets and associated impairment of fixed assets.

~~Item~~DIRECTV 9has now concluded that the SIMADI rate was the most representative rate to use for this remeasurement for the fiscal quarter ended June 30, 2015.01 ~~Financial~~DIRECTV's Consolidated Statements of Operations for the fiscal quarter ended June 30, 2015 are being restated to record a pre-tax charge of approximately $1.1 billion related to the remeasurement of the net monetary assets at the SIMADI rate and ~~Exhibits~~the associated impairment of the fixed assets of the Venezuelan subsidiary.

~~The~~DIRECTV's ~~following~~decision ~~exhibits~~to ~~are~~change ~~filed~~the asexchange rate used to measure the Venezuelan subsidiary is due, in part, to the continued economic uncertainty and lack of ~~this~~liquidity ~~report:~~in all three of the official currency exchange mechanisms in Venezuela as well as the July 24, 2015 acquisition and change in management of DIRECTV and review by DIRECTV's new independent accountant.

~~(d) Exhibits~~DIRECTV will restate the unaudited financial statements and other financial information contained in the DIRECTV Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 in an amendment to that Form 10-Q to reflect the changes discussed above.

~~16 Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated August 26, 2015.~~SIGNATURES

~~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.

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.

DIRECTV Group Holdings, LLC Date: August 26, 2015 By: /s/ Paul W. Stephens Paul W. StephensSenior Vice President

Date: October 16, 2015

DIRECTV Group Holdings, LLC

/s/ Paul W. Stephens

Paul W. Stephens

Senior Vice President

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