FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                            Report of Foreign Issuer


                    Pursuant to Rule 13a - 16 or 15d - 16 of
                      the Securities Exchange Act of 1934


                          For the month of August 2004
                                 16 August 2004


                       BRITISH SKY BROADCASTING GROUP PLC
                              (Name of Registrant)


                Grant Way, Isleworth, Middlesex, TW7 5QD England
                    (Address of principal executive offices)



Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F


                    Form 20-F X            Form 40-F



Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934


                    Yes                    No X



If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not Applicable



                                 EXHIBIT INDEX


                                    Exhibit

EXHIBIT NO.1    Press release of British Sky  Broadcasting Group plc
                announcing Director Shareholding released on 16 August 2004


                       British Sky Broadcasting Group plc
                                 (the "Company")


The Company announces that it today received notification from Jeremy Darroch
that an award was made to him under the Company's Long Term Incentive Plan on 16
August 2004, over 250,000 shares, at a nil cost per ordinary share. The award
will vest in full in August 2007 provided that certain performance criteria are
satisfied.

Enquires:

Chris Taylor
Assistant Company Secretary
Telephone: +44 20 7800 4297


16 August 2004


                                   SIGNATURES



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, thereunto duly authorized.


                                         BRITISH SKY BROADCASTING GROUP PLC


Date: 16 August 2004                 By: /s/ Dave Gormley
                                             Dave Gormley
                                             Company Secretary