EXHIBIT 4.1



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|          |  | This certificate is transferable inCanton, MA, Jersey City, NJ orNew York, NY      |  |        |  | See Reverse for CertainDefinitions and NoticesCUSIP 25459L 10 6 |  | 
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|NUMBER HS |  | LOGO                                                                               |  | SHARES
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|          |  | Hughes Electronics CorporationIncorporated Under the Laws of the State of Delaware |  |       



Certificate of Stock



NAME CHANGED TO

The DIRECTV Group, Inc.



FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01, OF



Hughes Electronics Corporation (hereinafter called the Corporation) transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to the express terms and provisions of the Certificate of
Incorporation of the Corporation filed in the office of the Secretary of State of Delaware. This certificate is not valid unless countersigned by the Transfer Agent and registered by a Registrar.



Witness the Seal of the Corporation and the signatures of its duly
authorized officers.



Dated:



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|------------------------------------- |  |  |  | --------------------------
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|/s/    CHASE CAREY                    |  |  |  | /s/    JANET L. WILLIAMSON
|                                      |  |  |  |                           
|President and Chief Executive Officer |  |  |  | Secretary                 



COUNTERSIGNED AND REGISTERED: EquiServe Trust Company, N.A. TRANSFER AGENT AND REGISTRARBY

/s/    STEPHEN
CESSOAUTHORIZED SIGNATURE




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|AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 |  | PRODUCTION COORDINATOR:MIKE PETERS: 931-490-1714 PROOF OFMARCH 15, 2004 The
DIRECTV Group, Inc. TSB 15213 patch
|SALES: LETICIA TOGLIA: 212-269-0339 X 16                                               |  | OPERATOR:                TERESA                                                                                
|/ ETHER 13 / LIVE JOBS / D / DIRECTV /15213 PATCH                                      |  | NEW                                                                                                            



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Hughes Electronics Corporation



THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST
MAY BE MADE IN WRITING TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR THE TRANSFER AGENT.



THE SHARES OF HUGHES ELECTRONICS CORPORATION (HEREINAFTER THE CORPORATION) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE CORPORATIONS CERTIFICATE OF INCORPORATION,
INCLUDING RESTRICTIONS BASED UPON A HOLDERS OWNERSHIP OF SHARES OF EQUITY STOCK, AND TO AUTOMATIC CONVERSION UPON THE OCCURRENCE OF CERTAIN EVENTS, ALL AS SET FORTH THEREIN.



THE CORPORATION WILL FURNISH WITHOUT CHARGE, TO EACH STOCKHOLDER WHO SO REQUESTS, A COPY OF THE RELEVANT PROVISIONS OF THE
CORPORATIONS CERTIFICATE OF INCORPORATION, WHICH SET FORTH THE LIMITATIONS AND RESTRICTIONS ON OWNERSHIP OF EQUITY STOCK. ANY SUCH REQUEST MAY BE ADDRESSED TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THE FACE HEREOF.



The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:



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|TEN COM |  | as tenants in common                                                    |  | UNIF GIFT MIN ACT

Custodian                                                                   
|TEN ENT |  | as tenants by the entireties                                            |  | (Cust)                                      
          (Minor) under Uniform Gifts to Minors Act
|JT TEN  |  | as joint tenants with right of survivorshipand not as tenants in common |  | (State)                                                                                         
|        |  | Additional abbreviations may also be used though
not in the above list. 



For value received,
 hereby sell, assign and transfer unto



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|PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |  | 
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|Please print or typewrite name and address including postal zip code of assignee                                                 
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|of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                     
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|Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.



Dated:



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|  |  | NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.