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, 2003
                              13 August, 2003



                       BRITISH SKY BROADCASTING GROUP PLC
                              (Name of Registrant)



                Grant Way, Isleworth, Middlesex, TW7 5OD 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 13 August, 2003


          STOCK EXCHANGE ANNOUNCEMENT BY BRITISH SKY BROADCASTING PLC


On 3 November 2002 50% of awards made in November 2000 under the Company's Long
Term Incentive Plan vested, following the full satisfaction of the related
performance conditions.  400,000 shares in respect of Tony Ball and 200,000
shares in respect of Martin Stewart became exercisable.



On 30 June 2003 the final 50% of the awards made in November 2000 under the
Company's Long Term Incentive Plan vested, following the full satisfaction of
the related performance conditions. A further  400,000 shares in respect of Tony
Ball and 200,000 shares in respect of Martin Stewart became exercisable.



On 30 June 2003 50% of the awards made in 2001 under the Company's Long Term
Incentive Plan vested, following the full satisfaction of the related
performance conditions.  400,000 shares in respect of Tony Ball and 200,000
shares in respect of Martin Stewart became exercisable.



The Company has today received notification that on 12 August 2003 Tony Ball and
Martin Stewart  exercised those vested awards and subsequently disposed of the
ordinary shares received being 1,200,000 and 600,000 ordinary shares
respectively, at a share price of 710.5 pence per ordinary share.



The Company has also received notification that on 12  August 2003 Tony Ball
exercised an option under the Company's Executive Share Option Scheme as to
5,145 ordinary shares under the Approved Executive Share Option Scheme at an
exercise price of 583 pence per share and 594,855 ordinary shares under the
Unapproved Executive Share Option Scheme at an exercise price of 583 pence per
share, these shares were subsequently sold on 12 August 2003 at a price of 710.5
pence per ordinary share.



The Company has also received notification that share awards were made under the
Company's Long Term Incentive Plan and the British Sky Broadcasting Group Equity
Bonus Plan on 13 August 2003 at a nil cost per ordinary share.  The maximum
number of shares that may be acquired by the Directors are as follows:



Tony Ball           500,000 shares

Martin Stewart      275,000 shares



These awards will vest in full in July 2006 provided that certain performance
criteria are satisfied.



Tony Ball and Martin Stewart have the following options, including today's
awards, outstanding with the Company:


                                                 Tony Ball        Martin Stewart

Executive Share Option Scheme                    600,000

Long Term Incentive Plan & Equity Bonus Plan     1,535,152        792,576




END

                                   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: 13 August, 2003                        By: /s/ Dave Gormley
                                             Dave Gormley
                                             Company Secretary