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
                                 2 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 2 August 2004




                       British Sky Broadcasting Group plc
                                (the "Company")

The Company announces that Lord Jacob Rothschild ("Lord Rothschild"), a Director
of the Company, has today notified the Company that he has become aware of the
following interests in the Company's Ordinary Shares of 50p each ("Shares"):

  - A beneficial interest in 28,000 Shares registered in the name of Republic
    Nominees Limited account number 1673. The Shares belong to Five Arrows
    Investments Limited, a wholly-owned subsidiary of Five Arrows Limited, a
    company where Lord Rothschild is entitled to exercise one-third or more of
    the voting power. The Shares were acquired in two tranches, 14,000 on 20
    June 2003 at a price of GBP7.085 and 14,000 per share on 15 August 2003 at a
    price of GBP7.095 per share.

  - A beneficial interest in 72,000 Shares registered in the name of Republic
    Nominees Limited account number 1559R. The Shares belong to a family trust
    in which Lord Rothschild is a beneficiary. The Shares were acquired in two
    tranches, 35,000 on 14 August 2003 at a price of GBP7.0477 per share and
    37,000 on 1 September 2003 at a price of GBP6.7747 per share.

  - A non-beneficial interest in 6,750 Shares registered in the name of
    Greenwood Nominees Limited. The Shares belong to a family trust of which
    Lord Rothschild is not a beneficiary but acts as a trustee. The Shares were
    acquired in two tranches on 15 May 2002, 5,430 at a price of GBP7.2807 per
    share and 1,320 at a price of GBP6.70 per share.


Enquires:

Dave Gormley
Company Secretary
Telephone: +44 20 7705 6701




                                   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: 2 August 2004                          By: /s/ Dave Gormley
                                             Dave Gormley
                                             Company Secretary