UNITED STATESSECURITIES AND ~~STATES SECURITIES~~EXCHANGE ~~AND~~COMMISSIONWASHINGTON, DC 20549FORM 8-KCURRENT REPORT PURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ~~COMMISSION~~ACT OF 1934

~~WASHINGTON,~~Date DCof ~~20549~~report (Date of earliest event reported) May 5, 2011

~~FORM 8-K~~DIRECTV HOLDINGS LLC (Exact Name of Registrant as Specified in Charter)

~~CURRENT~~Delaware ~~REPORT PURSUANT TO SECTION 13 OR 15~~(~~d) OF~~State ~~THE~~or ~~SECURITIES~~Other ~~EXCHANGE~~Jurisdiction ~~ACT~~of ~~OF 1934~~Incorporation)

Date of report (Date of earliest event reported) March 7, 2011

333-106529	25-1902628
(Commission File Number)	(IRS Employer Identification No.)

DIRECTV HOLDINGS LLC DIRECTV FINANCING CO., INC.

2230 East Imperial Highway

El Segundo, California

90245

(Address of Principal Executive Offices)

(Zip Code)

(~~Exact~~310) ~~Name~~964-5000 of (Registrant’s asTelephone ~~Specified~~Number, inIncluding ~~Its~~Area ~~Charter~~Code)

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

(State or Other Jurisdiction of Incorporation)

333-106529		DIRECTV Holdings LLC - 25-1902628 DIRECTV Financing Co., Inc. — 59-3772785
(Commission File Number)		(IRS Employer Identification No.)
2230 East Imperial Highway
El Segundo, California		90245
(Address of Principal Executive Offices)		(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):

o ⃞ 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~~ITEM 12.~~01 Entry~~02. ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement~~Financial Condition.

On ~~March 7~~May 5, 2011, DIRECTV ~~Holdings~~issued ~~LLC~~a (“press ~~Holdings”) and DIRECTV Financing Co.~~release, ~~Inc.~~ ~~(“Finance~~which ~~Co”~~contained information ~~and~~regarding ~~collectively with Holdings,~~ the ~~“Issuers”),~~first ~~which~~quarter ~~are~~2011 ~~indirect,~~consolidated ~~wholly-owned~~results ~~subsidiaries~~ of DIRECTV, ~~entered~~Holdings ~~into~~LLC ~~an underwriting agreement~~ (~~the~~ “~~Underwriting Agreement~~Holdings”) ~~with Credit Suisse Securities (USA) LLC and Morgan Stanley & Co~~. ~~Incorporated~~The aspress ~~representatives~~release ofdid ~~the~~not ~~several~~include certain ~~underwriters~~financial ~~signatory thereto (collectively~~statements, ~~the~~related “notes ~~Underwriters”). Pursuant to the Underwriting Agreement, the Issuers agreed to issue~~ and ~~sell,~~certain ~~and~~other ~~the~~financial information ~~Underwriters~~that ~~agreed~~will tobe ~~purchase~~filed ~~for~~with ~~resale to~~ the ~~public,~~Securities ~~$1,500,000,000~~and ~~aggregate~~Exchange Commission ~~principal~~as ~~amount~~part of ~~the Issuers~~Holdings’ ~~3.500%~~Quarterly ~~senior~~Report ~~notes~~on ~~due~~Form ~~2016~~10-Q. ~~(the~~A ~~“2016~~copy ~~Notes”), $1,500,000,000 aggregate principal amount~~ of the ~~Issuers’~~press ~~5.000%~~release ~~senior~~relating ~~notes~~to ~~due~~such ~~2021~~announcement, ~~(the~~dated ~~“2021~~May ~~Notes”)~~5, ~~and $1~~2011,~~000,000,000~~ ~~aggregate~~is attached ~~principal~~hereto ~~amount~~as ofExhibit ~~the Issuers’ 6~~99.~~375%~~1 ~~senior notes due 2041 (the “2041 Notes”~~ and, ~~together~~is ~~with~~incorporated ~~the~~herein ~~2016~~by ~~Notes and the 2021 Notes, the “Notes”)~~reference.

On This ~~March 10,~~information ~~2011,~~shall ~~the~~not ~~Issuers,~~be ~~completed~~deemed ~~their~~“filed” ~~public~~for ~~offering~~purposes of ~~the~~ ~~Notes. The~~Section ~~Notes~~18 of ~~are~~the ~~governed~~Securities byExchange anAct ~~Indenture, dated as~~ of ~~August 17~~1934, ~~2010~~as amended (the “~~Base~~Exchange ~~Indenture~~Act”), or asincorporated ~~supplemented~~ by areference ~~Second~~in ~~Supplemental~~any ~~Indenture,~~filing ~~dated~~under ~~as of March 10, 2011 (~~the ~~“Second~~Securities ~~Supplemental~~Act ~~Indenture”)~~of 1933, ~~each~~as ~~between the Issuers~~amended, or the ~~Guarantors~~Exchange ~~party~~Act, ~~thereto~~except ~~and~~as ~~The~~shall ~~Bank~~be ofexpressly ~~New~~set forth ~~York~~by ~~Mellon~~specific ~~Trust~~reference ~~Company,~~in ~~N.A.,~~such asa ~~Trustee (as so supplemented, the “Indenture”)~~filing.

The Notes are unsecured senior obligations of the Issuers and rank equally in right of payment with all of the Issuers’ existing and future senior debt and rank senior in right of payment to all of the issuers’ future subordinated debt, if any. The Notes are guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) by all of Holdings’ material existing domestic subsidiaries and by certain of its future domestic subsidiaries on a joint and several basis (the “Guarantors”). Neither the parent company of the Issuers, The DIRECTV Group, Inc., nor its parent company, DIRECTV, nor their respective subsidiaries, other than Holdings and certain of its subsidiaries and Finance Co., are obligors or guarantors of the Notes. Interest accrues on the Notes from March 10, 2011 and interest will be paid semiannually in cash in arrears on March 1 and September 1 of each year commencing on September 1, 2011. SIGNATURE

~~Among~~ Pursuant ~~other things, the Indenture provides that the Notes are redeemable in whole or in part at the option of the Issuers at a redemption price equal~~ to the ~~greater~~requirements of the ~~principal~~Securities ~~amount~~Exchange ofAct ~~the Notes and a “make whole” price equal to sum~~ of ~~the~~1934, ~~present values of~~ the registrant ~~remaining~~has ~~scheduled~~duly ~~payments~~caused ofthis ~~principal~~report ~~of and interest on the Notes~~ to be ~~redeemed~~signed ~~(excluding accrued and unpaid interest to the redemption date and subject to the right of holders~~ on ~~the~~its ~~relevant~~behalf ~~record~~by ~~date to receive interest due on~~ the undersigned ~~relevant~~hereunto ~~interest~~duly payment date) discounted from their scheduled date of payment to the redemption date on a semi-annual basis using a discount rate equal to: (i) the Treasury Rate plus 20 basis points in the case of the 2016 Notes, (ii) the Treasury Rate plus 25 basis points in the case of the 2021 Notes and (iii) the Treasury Rate plus 30 basis points in the case of the 2041 Notes, in each case plus accrued and unpaid interest to the date of redemptionauthorized.

The net proceeds from this offering were approximately $3.97 billion. The Issuers intend to use the net proceeds from this offering for general corporate purposes, which may include a distribution to Issuers’ parent which it may use to fund its share repurchase plan or for other corporate purposes.

	DIRECTV HOLDINGS LLC
	(Registrant)


Date: May 5, 2011	By: /s/ Patrick T. Doyle
	Name:	Patrick T. Doyle
	Title:	Executive Vice President and
		Chief Financial Officer

~~The~~ EXHIBIT ~~Notes were offered and sold by the Issuers pursuant to a registration statement on Form S-3 (File No. 333-172641) (the “Registration Statement”).~~INDEX

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which is filed as Exhibit 4.1 hereto and to the full text of the Second Supplemental Indenture, which is filed as Exhibit 4.2 hereto. Each of the foregoing documents is incorporated by reference herein.

Exhibit No.		Exhibit

99.1		Press Release, dated May 5, 2011

In connection with the offering of the Notes, the Issuers are filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes. Such opinion is incorporated by reference into the Registration Statement.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

*1.1 Underwriting Agreement, dated as of March 7, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters signatory thereto.

**4.1 Indenture, dated as of August 17, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV Holdings LLC filed on August 23, 2010 (SEC File No. 333-106529)).

*4.2 Second Supplemental Indenture, dated as of March 10, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.

*4.3 Form of 3.500% Notes due 2016 (included in Exhibit 4.2)

*4.4 Form of 5.000% Notes due 2021 (included in Exhibit 4.2)

*4.5 Form of 6.375% Notes due 2041 (included in Exhibit 4.2)

*5.1 Opinion of Weil, Gotshal & Manges LLP.

* Filed herewith

** Incorporated by reference.

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.

	DIRECTV HOLDINGS LLC
	(Registrant)
Date: March 10, 2011	By:	/s/Keith U. Landenberger
	Name:	Keith U. Landenberger
	Title:	Senior Vice President

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