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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       -----------------------------------






                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                       -----------------------------------






                                January 16, 2001
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                         Hughes Electronics Corporation

             (Exact name of registrant as specified in its charter)



       Delaware                      0-26035                    52-1106564

    (State or other          (Commission File Number)        (I.R.S. Employer
    jurisdiction of                                           Identification
    incorporation or                                              Number)
     organization)
                          200 North Sepulveda Boulevard
                          El Segundo, California 90245

                         (Address of principal executive
                                    offices)

                                 (310) 662-9688

              (Registrant's telephone number, including area code)





===============================================================================

<PAGE>


Item 9.Forward Looking Information Relating to Hughes

      Hughes  Electronics  Corporation  hereby  furnishes the following  forward
looking  information  relating to the  operating and  financial  performance  of
Hughes and certain of its  business  units/subsidiaries  and trends  relating to
such performance.  This forward looking information  represents our management's
best estimates of the designated  indicators of the financial performance of our
business as of the date hereof.  The furnishing of this information by Hughes is
not intended to, and does not,  constitute a determination  by GM or Hughes that
the information is in fact material or create a measure for materiality.

Hughes Consolidated Financial Guidance
(B is billions, M is millions and K is thousands)
Year Ending:                 2000 Actual(1)     Q1 2001       Full Year 2001
------------------------------------------------------------------------------
Revenue                           $7.3B       about $1.8B    20 to 25% growth
EBITDA(2)                         $594M       $60 to 80M      $500 to 600M(3)
Cash Requirements                1.5B(4)       about $1B       about $3B(3)

Hughes Consolidated -Trends
Expected average annual growth rates over next 5 years:
Revenue:  20 to 25%
EBITDA(2):  Over 50%

DIRECTV U.S. Financial Guidance
Year Ending:                       2000 Actual(1)    Q1 2001     Full Year 2001
-------------------------------------------------------------------------------
Revenue                                 $4.7B     about $1.3B   20 to 25% growth
EBITDA(2)                               $151M      $40 to 60M      $300 to 400M
Net Subscriber Additions                1.8M      325 to 400K      1.5 to 2.0M
Cumulative Subscribers                  9.5M      9.8 to 9.9M     11.0 to 11.5M

DIRECTV U.S. - Trends
Average Monthly Revenue Per User (ARPU)
-  ARPU was $59 in the fourth quarter of 2000
-  Modest increase over next 1 to 2 years
-  Assumptions driven by roll-out of new advanced products (e.g. Wink, TiVo, AOL
   TV and Ultimate TV),  broadband  (DirecPC and  Telocity),  local channels and
   periodic price increases
Subscriber Acquisition Costs (per subscriber) (SAC)
- Basic Box
   o Second half 2000 average  actual  approximately  $528 o Relatively  flat
     over next 1 to 2 years
- Advanced Boxes
   o Over the next 1 to 2 years, a 5 to 10% increase  (weighted  average over
     all gross subscriber additions) versus second half 2000 SAC
     -  Forecast  dependent  on  penetration  mix of new boxes
- SAC will ultimately be driven by the competitive  environment
Monthly Churn
- 1.5 to 1.7% average monthly churn over next 1 to 2 years



DIRECTV Latin America Financial Guidance
Year Ending:                 2000 Actual(1)        Q1 2001       Full Year 2001
-------------------------------------------------------------------------------
Revenue                           $541M         about $170M        about $800M
EBITDA(2) Losses                 $(171M)        about $(45M)    $(90M) to (130M)
Net Subscriber Additions          501K           about 100K        about 500K
Cumulative Subscribers           1,305K          about 1.4M        about 1.8M

DIRECTV Latin America - Trends
Programming  Average Revenue Per User (Programming  ARPU)
- Programming ARPU was $35 in the  fourth  quarter of 2000
- Flat to modest  increase  over next 1 to 2 years
- Largely  dependent on countries'  economies,  price  increases and competitive
  environment
Subscriber  Acquisition  Costs  (SAC)
- SAC was just  under $300 in 2000; Includes capitalized installation cost of
  $50 to $60 per subscriber
- Flat to slight  increase over the next 1 to 2 years
Monthly Churn
- Average  monthly churn  approximately  2.6% in 2000
- Flat to slight improvement over next 1 to 2 years

Hughes Network Systems (HNS) Financial Guidance
Year Ending:                 2000 Actual(1)        Q1 2001       Full Year 2001
-------------------------------------------------------------------------------
HNS Revenue                       $1.4B         about $250M    10 - 20% growth
HNS EBITDA/(EBITDA(2) Losses)   Breakeven       about $(40M)   $(125M) to (175M)

Included in HNS EBITDA(2):
SPACEWAY EBITDA(2) Losses        $(10M)         about $(8M)     $(40M) to (50M)
DirecPC EBITDA(2) Losses         $(73M)         about $(40M)   $(175M) to (225M)
DirecPC Net Subscriber Additions                     N/A           200 to 300K
Cumulative DirecPC subscribers     50K               N/A           250 to 350K


PanAmSat Financial Guidance
PanAmSat Consolidated
Year Ending:             2000 Actual(1)      Q1 2001          Full Year 2001
-------------------------------------------------------------------------------
Revenue                      $1.0B      $205 to $210M            about $1B
Sales and Sales-type leases               no new sales-
as % of Total Revenues        24%        type leases            10 to 15%
EBITDA(2) Margin              68%   Mid to High 60% range  Mid to High 60% range





Core Transponder Leasing Business
Year Ending:             2000 Actual(1)      Q1 2001          Full Year 2001
----------------------------------------------------------------------------
Revenue                       $1.0B       $205 to 210M        $950M to $1.0B
Sales and Sales-type leases               no new sales-
as % of Total Revenues         24%         type leases           10 to 15%
EBITDA(2) Margin               70%        Low 70% range        Low 70% range

Net-36
Revenue                        ---             ---              $15 to $25M
EBITDA(2) Losses             $(20M)      $(10M) to (13M)      $(30M) to (40M)

(1) 2000 Actuals are unaudited results submitted to the SEC on Current Report
    8K on 1/16/01
(2) EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is
    the sum of operating profit (loss) and depreciation and amortization.
    EBITDA margin is calculated by dividing EBITDA by total revenues.
(3) Change due to expected Telocity acquisition.
(4) Excludes proceeds from sale of satellite manufacturing and financing

Cautionary Statement

      This Current Report on Form 8-K contains forward-looking information as to
which there are numerous risks and uncertainties that could cause actual results
to differ  materially  from the  forward-looking  information  made herein.  The
following important factors, in addition to the risk factors,  contingencies and
legal matters discussed in the Form 10-K's,  Form 10-Q's and Form 8-K's filed by
General  Motors,  our corporate  parent,  Hughes and  PanAmSat,  could cause our
actual financial results to differ  materially from those projected,  forecasted
or estimated by us in the forward-looking information.

We Will be Adversely Affected if We Fail to Maintain Leading Technological
--------------------------------------------------------------------------
Capabilities.
------------

      The rapid  technological  changes and  innovation  that  characterize  the
entertainment,  information and communications services industry could cause the
services and products offered by us to become obsolete.  If the new technologies
on which we are currently focusing our research and development investments fail
to achieve  acceptance in the  marketplace,  we would suffer a material  adverse
effect on our  future  competitive  position  and  results  of  operations.  For
example,  our competitors could be the first to obtain proprietary  technologies
that  are  perceived  by the  market  as  being  superior.  In  addition,  after
substantial  research  and  development   expenditures,   one  or  more  of  the
technologies  under  development  by us or any of our strategic  partners  could
become obsolete prior to its introduction.

      Our operating  results will depend to a significant  extent on our ability
to continue to  introduce  new  products  and  services on a timely basis and to
reduce costs of our existing products and services. We cannot assure you that we
will successfully  identify new product or service  opportunities or develop and
market these opportunities in a timely or cost-effective  manner. The success of
new product development depends on many factors, including proper identification
of customer needs,  cost, timely  completion and  introduction,  differentiation
from offerings of competitors and market acceptances.

      Technological  innovation  is important  to our success and depends,  to a
significant  degree, on the work of technically  skilled employees.  Competition
for the services of these types of employees is vigorous.  We cannot  assure you
that we will be able to attract and retain these employees. If we were unable to
attract and maintain  technically  skilled employees,  our competitive  position
could be adversely affected.

We Could Have Inadequate Access to Capital for Growth.
------------------------------------------------------

      We may not be able to raise  adequate  capital to complete  some or all of
our business strategies or to react rapidly to changes in technology,  products,
services or the  competitive  landscape.  We believe that key success factors in
the  entertainment,  information and  communications  services  industry include
superior  access to capital and  financial  flexibility.  Industry  participants
often face high capital  requirements  in order to take  advantage of new market
opportunities,  respond to rigorous  competitive  pressures and react quickly to
changes in technology.  For example, as a result of the competitive  environment
in the multi-channel entertainment industry, DIRECTV may have to incur increased
subscriber  acquisition  costs by making  competitive  offers  in the  future to
maintain its market leadership.

      We  expect  the  global  entertainment,   information  and  communications
services  market to continue  to grow due to the high demand for  communications
infrastructure and the opportunities created by industry  deregulation.  Many of
our competitors are committing  substantial capital and, in many instances,  are
forming alliances to acquire or maintain market  leadership.  Our strategy is to
be a leader in providing entertainment,  information and communications products
and services by building on its experience in satellite technology and by making
acquisitions and establishing, maintaining and restructuring strategic alliances
as appropriate.  This strategy will require  substantial  investments of capital
over  the next  several  years.  We  cannot  assure  you that we will be able to
satisfy our capital requirements in the future.

Our Future Growth Depends Upon our Ability to Implement our Business Strategy.
------------------------------------------------------------------------------

      Our  business  strategy  is focused  on  becoming  a premier  provider  of
integrated  entertainment,  information and communications  services. As part of
this strategy,  we have  implemented  several new initiatives and entered into a
strategic  alliance  with  America  Online,  Inc. We cannot  assure you that the
implementation of these initiatives will not be delayed,  or that they will ever
be  fully  implemented,  or,  if  implemented,  will  allow  us to  successfully
capitalize on the emerging  communications services markets we are targeting. We
cannot  assure  you  that  we will  be  successful  in  implementing  these  new
initiatives,  or any  other  new  initiatives,  or  that  we  will  realize  the
anticipated benefits of our alliance with AOL.

We Are Vulnerable to Satellite Failure.
--------------------------------------

      DIRECTV,  PanAmSat and our other  businesses own or utilize  satellites in
their  businesses.  Orbiting  satellites  are  subject  to the  risk of  failing
prematurely  due to, among other things,  mechanical  failure,  a collision with
objects in space or an  inability  to  maintain  proper  orbit.  Satellites  are
subject to the risk of launch delay and failure, destruction and damage while on
the  ground or during  launch  and  failure  to become  fully  operational  once
launched.  Delays in the  production or launch of a satellite or the complete or
partial loss of a satellite,  in-orbit or during  launch,  could have a material
adverse impact on the operation of our businesses. With respect to both in-orbit
and launch  problems,  insurance  carried by PanAmSat and us does not compensate
for business  interruption or loss of future revenues or customers.  We have, in
the past,  experienced technical anomalies on some of our satellites.  We cannot
assure  you that we will  not  experience  further  satellite  anomalies  in the
future.  Service  interruptions  caused by these  anomalies,  depending on their
severity,  could result in claims by affected customers for termination of their
transponder  agreements,  cancellation of other service contracts or the loss of
other customers.

We May Be Unable to Effectively Manage the Growth of Our DIRECTV Businesses.
----------------------------------------------------------------------------

      Our ability to continue the planned  expansion  of our DIRECTV  businesses
and to  increase  our  customer  base  while  maintaining  our price  structure,
reducing our churn rate and managing costs will depend upon, among other things,
our  ability to manage our  growth  effectively.  To  accomplish  this,  we must
continue  to  develop  our  internal  and  external  sales  force,  installation
capability and customer service representatives, maintain our relationships with
third party vendors and implement procedures to mitigate subscriber credit risk.
We will also need to continue to grow, train and manage our employee base. If we
are unable to manage its growth effectively,  we could experience an increase in
subscriber churn, and as a result, our business could be adversely affected.  In
addition, subscriber acquisition costs may increase if DIRECTV offers additional
incentives in order to respond to  competition,  to expand our businesses or for
other reasons. If subscriber acquisition costs increase significantly,  it could
have a material adverse effect on our business.

Our Main Satellite Supplier is No Longer an Affiliate of Ours.
--------------------------------------------------------------

      Historically,  we have been able to fulfill  most of our  satellite  needs
from  Hughes  Space  and  Communications,   which  was  previously  one  of  our
wholly-owned subsidiaries.  Since the sale of Hughes Space and Communications to
Boeing,  we no longer  manufacture  satellites.  Although  DIRECTV and  PanAmSat
currently  have  contracts  with  Hughes  Space and  Communications,  now Boeing
Satellite  Systems,  designed to satisfy our satellite needs over the near term,
we will need to obtain  new  contracts  with  Boeing  Satellite  Systems or with
alternative  suppliers for our future satellite needs. We cannot assure you that
we will be able to obtain  contracts for the  manufacture of new satellites from
Boeing Satellite Systems or from alternative suppliers on similar terms.

We Could Be Adversely Affected by Our Customers' Inability to Obtain Financing.
-------------------------------------------------------------------------------

      Our customers  are dependent  from time to time upon third party equity or
debt  financing in order to pay for products  and  services  purchased  from us.
Collection of amounts due to us from these  customers may be adversely  affected
by their inability to obtain this third party financing.  If these customers are
unable to obtain,  or are delayed in obtaining,  third party financing,  and are
therefore  unable  to  pay  amounts  due  to us in  the  future,  we  may  incur
substantial  losses  related  to costs it has  incurred  in  excess  of  amounts
collected to date from those  customers.  This could also have a negative effect
on our future cash flows.

We Are Subject to Domestic and Foreign Regulations that Could Adversely
-----------------------------------------------------------------------
Affect the Nature and Extent of the Services We Offer.
-----------------------------------------------------

      Our businesses are subject to various  regulations.  DIRECTV is subject to
substantial regulation by the U.S. Federal Communications  Commission. FCC rules
and regulations are subject to change in response to industry developments,  new
technology and political considerations.  In addition, the satellite industry is
highly regulated both in the United States and  internationally.  We are subject
to  the   regulatory   authority  of  the  U.S.   Government  and  the  national
communications  authorities of the countries in which we operate. These agencies
regulate  the  construction,  launch and  operation  of our  satellites  and the
orbital  slots  planned for these  satellites.  We are  currently  subject to an
investigation  regarding  certain of our export compliance  activities.  We, our
customers or companies with which we do business,  must have authority from each
country in which we provide  services  or  provides  its  customers'  use of its
satellites.  Although we believe that we and our customers and/or companies with
which we do business presently hold the requisite licenses and approvals for the
countries in which  we/they  currently  provide  services,  regulations  in each
country are different and, as a result,  there may be instances of noncompliance
of which we are not aware.

      Our  businesses  could be adversely  affected by the adoption of new laws,
policies and regulations. We cannot assure you that we will succeed in obtaining
all requisite  regulatory approvals for our operations without the imposition of
restrictions  on, or adverse  consequences  to, our  businesses.  We also cannot
assure you that material adverse changes in regulations affecting the industries
in which we operate our businesses will not occur in the future.

We Are Subject to Other Risks Related to Our International Operations.
----------------------------------------------------------------------

      About 21% of our  revenues  in 1999,  excluding  revenues  from our former
subsidiary,  Hughes Space and Communications,  were generated outside the United
States.  We  are  currently   evaluating   expansion   opportunities  in  select
international markets.  These international  operations subject us to many risks
inherent in international business activities, including:

o limitations and disruptions resulting from the imposition of government
  controls;

o difficulty meeting export license requirements;

o obtaining and/or maintaining licenses which are necessary to conduct our
  business;

o economic or political instability;

o trade restrictions;

o changes in tariffs;

o currency fluctuations;

o greater difficulty in safeguarding intellectual property; and

o difficulties in managing overseas subsidiaries and international operations.

      These risks could have a material adverse effect on our business.

Grand Jury Investigation/State Department Review Could Result in Sanctions
--------------------------------------------------------------------------

      There is a pending  grand  jury  investigation  into  whether we should be
accused of criminal  violations  of the export  control  laws arising out of the
participation  of two of our  employees  on a  committee  formed to  review  the
findings of Chinese  engineers  regarding  the failure of a Long March rocket in
China in 1996. We are also subject to the authority of the U.S. State Department
to impose sanctions for non-criminal  violations of the Arms Export Control Act.
The possible  criminal  and/or civil  sanctions  could  include fines as well as
debarment  from  various  export  privileges  and  participation  in  government
contracts.  On  October  6,  2000,  we  completed  the  sale  of  our  satellite
manufacturing  business to The Boeing Company. In that transaction,  we retained
limited  liability  for certain  possible  fines and penalties and the financial
consequences  of debarment  related to the business now owned by Boeing,  should
either the  Department  of Justice or State  Department  impose  such  sanctions
against the satellite  manufacturing  business.  We do not expect the grand jury
investigation or State Department  review to result in a material adverse effect
upon our business. However, there can be no assurance as to those conclusions.

Compromise of Satellite Programming Signals Could Adversely Affect Our Business.
--------------------------------------------------------------------------------

      The delivery of direct broadcast  television  programming requires the use
of encryption technology to assure that only authorized  subscribers can receive
the programming.  It is illegal to create,  sell or otherwise  distribute or use
mechanisms  or  devices  to  circumvent  that  encryption.  Theft of  cable  and
satellite  programming  does occur and attempts have been made to circumvent our
signal encryption.  We have implemented measures intended to reduce signal theft
of our programming. If we were unable to respond to any widespread compromise of
our encryption technology, our business could be materially adversely affected.

Disputes with Raytheon Regarding Former Defense Operations Could Result in a
-----------------------------------------------------------------------------
Material Payment from Us to Raytheon.
-------------------------------------

      In connection with the 1997 spin-off of the defense  electronics  business
of our predecessor as part of our restructuring  transactions and the subsequent
merger of that  business  with  Raytheon,  the terms of the merger  and  related
agreements  between us and Raytheon  provided  processes for resolving  disputes
that might arise in connection with post-closing financial adjustments that were
also  called  for  by  the  terms  of  the  merger  agreement.  These  financial
adjustments  might require a cash payment from  Raytheon to us or vice versa.  A
dispute  currently  exists  regarding the  post-closing  adjustments that we and
Raytheon have proposed to one another and related issues  regarding the adequacy
of disclosures made by us to Raytheon in the period prior to consummation of the
merger. We are proceeding with the dispute resolution process with Raytheon.  It
is  possible  that  the  ultimate  resolution  of  the  post-closing   financial
adjustment and of related disclosure issues may result in us making a payment to
Raytheon that would be material to us.  However,  the amount of any payment that
either party might be required to make to the other cannot be determined at this
time. We intend to  vigorously  pursue  resolution  of the disputes  through the
arbitration  process,  opposing the adjustments proposed by Raytheon and seeking
the payment from Raytheon that it has proposed.

Forecasts and Other Estimates Could be Unreliable
-------------------------------------------------

      This  Current  Report  on  Form  8-K  includes   certain  forward  looking
information  provided  by the Company  with  respect to our  anticipated  future
performance. Such forward looking information reflects various assumptions by us
concerning  anticipated  results and are subject to the risks described  herein,
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond our  control.  Accordingly,  there can be no  assurance
that such forward  looking  information  will be realized.  The forward  looking
information  and actual  results will likely vary,  and those  variations may be
material.

Forward-Looking Statements
--------------------------

      The  following  are  additional  important  factors which may cause actual
results to differ materially from those expressed in forward looking information
provided by the managements of GM and Hughes:

      Changes in economic  conditions,  currency  exchange  rates,  or political
stability  in  the  major  markets  where  the  corporation  procures  material,
components,  and supplies for the production of its principal  products or where
its  products  and  services are  produced,  distributed,  or sold (i.e.,  North
America, Europe, Latin America, and Asia-Pacific).

      Shortages  of fuel  or  interruptions  in  transportation  systems,  labor
strikes,  work  stoppages,  or other  interruptions  to or  difficulties  in the
employment  of  labor in the  major  markets  where  the  corporation  purchases
material,  components,  and supplies for the production of its products or where
its products and services are produced, distributed, or sold.

      Significant  changes in the  competitive  environment in the major markets
where the  corporation  purchases  material,  components,  and  supplies for the
production  of its products or where its  products  and  services are  produced,
distributed or sold.

      Changes  in the  laws,  regulations,  policies,  or  other  activities  of
governments,  agencies,  and similar organizations where such actions may affect
the production,  licensing,  distribution, or sale of the corporation's products
and services, the cost thereof, or applicable tax rates.

      The  ability  of  the  corporation  to  achieve  reductions  in  cost  and
employment levels, to realize production efficiencies,  and to implement capital
expenditures, all at the levels and times planned by management.

      Additional risk factors include:  economic conditions,  product demand and
market acceptance,  government action, local political or economic  developments
in or affecting countries where Hughes has operations,  ability to obtain export
licenses, competition,  ability to achieve cost reductions,  technological risk,
limitations on access to  distribution  channels,  the success and timeliness of
satellite launches, in-orbit performance of satellites,  ability of customers to
obtain  financing,  and  Hughes'  ability  to access  capital  to  maintain  its
financial  flexibility.  Additionally,  Hughes  and  its 81%  owned  subsidiary,
PanAmSat  Corporation,  have experienced satellite anomalies in the past and may
experience  satellite  anomalies  in the  future  that could lead to the loss or
reduced  capacity  of such  satellites  that  could  materially  affect  Hughes'
operations.



                                   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.


                                         HUGHES ELECTRONICS CORPORATION


Dated:  January 16, 2001            By:
                                         -------------------------------------
                                         Roxanne S. Austin
                                         Chief Financial Officer
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===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       -----------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                       -----------------------------------

                                January 16, 2001
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                         Hughes Electronics Corporation

             (Exact name of registrant as specified in its charter)

       Delaware                      0-26035                    52-1106564

    (State or other          (Commission File Number)        (I.R.S. Employer
    jurisdiction of                                           Identification
    incorporation or                                              Number)
     organization)
                          200 North Sepulveda Boulevard
                          El Segundo, California 90245

                         (Address of principal executive
                                    offices)

                                 (310) 662-9688

              (Registrant's telephone number, including area code)

===============================================================================
Item 9.Forward Looking Information Relating to Hughes

      Hughes  Electronics  Corporation  hereby  furnishes the following  forward
looking  information  relating to the  operating and  financial  performance  of
Hughes and certain of its  business  units/subsidiaries  and trends  relating to
such performance.  This forward looking information  represents our management's
best estimates of the designated  indicators of the financial performance of our
business as of the date hereof.  The furnishing of this information by Hughes is
not intended to, and does not,  constitute a determination  by GM or Hughes that
the information is in fact material or create a measure for materiality.

Hughes Consolidated Financial Guidance
(B is billions, M is millions and K is thousands)
Year Ending:                 2000 Actual(1)     Q1 2001       Full Year 2001
------------------------------------------------------------------------------
Revenue                           $7.3B       about $1.8B    20 to 25% growth
EBITDA(2)                         $594M       $60 to 80M      $500 to 600M(3)
Cash Requirements                1.5B(4)       about $1B       about $3B(3)

Hughes Consolidated -Trends
Expected average annual growth rates over next 5 years:
Revenue:  20 to 25%
EBITDA(2):  Over 50%

DIRECTV U.S. Financial Guidance
Year Ending:                       2000 Actual(1)    Q1 2001     Full Year 2001
-------------------------------------------------------------------------------
Revenue                                 $4.7B     about $1.3B   20 to 25% growth
EBITDA(2)                               $151M      $40 to 60M      $300 to 400M
Net Subscriber Additions                1.8M      325 to 400K      1.5 to 2.0M
Cumulative Subscribers                  9.5M      9.8 to 9.9M     11.0 to 11.5M

DIRECTV U.S. - Trends
Average Monthly Revenue Per User (ARPU)
-  ARPU was $59 in the fourth quarter of 2000
-  Modest increase over next 1 to 2 years
-  Assumptions driven by roll-out of new advanced products (e.g. Wink, TiVo, AOL
   TV and Ultimate TV),  broadband  (DirecPC and  Telocity),  local channels and
   periodic price increases
Subscriber Acquisition Costs (per subscriber) (SAC)
- Basic Box
   o Second half 2000 average  actual  approximately  $528 o Relatively  flat
     over next 1 to 2 years
- Advanced Boxes
   o Over the next 1 to 2 years, a 5 to 10% increase  (weighted  average over
     all gross subscriber additions) versus second half 2000 SAC
     -  Forecast  dependent  on  penetration  mix of new boxes
- SAC will ultimately be driven by the competitive  environment
Monthly Churn
- 1.5 to 1.7% average monthly churn over next 1 to 2 years

DIRECTV Latin America Financial Guidance
Year Ending:                 2000 Actual(1)        Q1 2001       Full Year 2001
-------------------------------------------------------------------------------
Revenue                           $541M         about $170M        about $800M
EBITDA(2) Losses                 $(171M)        about $(45M)    $(90M) to (130M)
Net Subscriber Additions          501K           about 100K        about 500K
Cumulative Subscribers           1,305K          about 1.4M        about 1.8M

DIRECTV Latin America - Trends
Programming  Average Revenue Per User (Programming  ARPU)
- Programming ARPU was $35 in the  fourth  quarter of 2000
- Flat to modest  increase  over next 1 to 2 years
- Largely  dependent on countries'  economies,  price  increases and competitive
  environment
Subscriber  Acquisition  Costs  (SAC)
- SAC was just  under $300 in 2000; Includes capitalized installation cost of
  $50 to $60 per subscriber
- Flat to slight  increase over the next 1 to 2 years
Monthly Churn
- Average  monthly churn  approximately  2.6% in 2000
- Flat to slight improvement over next 1 to 2 years

Hughes Network Systems (HNS) Financial Guidance
Year Ending:                 2000 Actual(1)        Q1 2001       Full Year 2001
-------------------------------------------------------------------------------
HNS Revenue                       $1.4B         about $250M    10 - 20% growth
HNS EBITDA/(EBITDA(2) Losses)   Breakeven       about $(40M)   $(125M) to (175M)

Included in HNS EBITDA(2):
SPACEWAY EBITDA(2) Losses        $(10M)         about $(8M)     $(40M) to (50M)
DirecPC EBITDA(2) Losses         $(73M)         about $(40M)   $(175M) to (225M)
DirecPC Net Subscriber Additions                     N/A           200 to 300K
Cumulative DirecPC subscribers     50K               N/A           250 to 350K

PanAmSat Financial Guidance
PanAmSat Consolidated
Year Ending:             2000 Actual(1)      Q1 2001          Full Year 2001
-------------------------------------------------------------------------------
Revenue                      $1.0B      $205 to $210M            about $1B
Sales and Sales-type leases               no new sales-
as % of Total Revenues        24%        type leases            10 to 15%
EBITDA(2) Margin              68%   Mid to High 60% range  Mid to High 60% range

Core Transponder Leasing Business
Year Ending:             2000 Actual(1)      Q1 2001          Full Year 2001
----------------------------------------------------------------------------
Revenue                       $1.0B       $205 to 210M        $950M to $1.0B
Sales and Sales-type leases               no new sales-
as % of Total Revenues         24%         type leases           10 to 15%
EBITDA(2) Margin               70%        Low 70% range        Low 70% range

Net-36
Revenue                        ---             ---              $15 to $25M
EBITDA(2) Losses             $(20M)      $(10M) to (13M)      $(30M) to (40M)

(1) 2000 Actuals are unaudited results submitted to the SEC on Current Report
    8K on 1/16/01
(2) EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is
    the sum of operating profit (loss) and depreciation and amortization.
    EBITDA margin is calculated by dividing EBITDA by total revenues.
(3) Change due to expected Telocity acquisition.
(4) Excludes proceeds from sale of satellite manufacturing and financing

Cautionary Statement

      This Current Report on Form 8-K contains forward-looking information as to
which there are numerous risks and uncertainties that could cause actual results
to differ  materially  from the  forward-looking  information  made herein.  The
following important factors, in addition to the risk factors,  contingencies and
legal matters discussed in the Form 10-K's,  Form 10-Q's and Form 8-K's filed by
General  Motors,  our corporate  parent,  Hughes and  PanAmSat,  could cause our
actual financial results to differ  materially from those projected,  forecasted
or estimated by us in the forward-looking information.

We Will be Adversely Affected if We Fail to Maintain Leading Technological
--------------------------------------------------------------------------
Capabilities.
------------

      The rapid  technological  changes and  innovation  that  characterize  the
entertainment,  information and communications services industry could cause the
services and products offered by us to become obsolete.  If the new technologies
on which we are currently focusing our research and development investments fail
to achieve  acceptance in the  marketplace,  we would suffer a material  adverse
effect on our  future  competitive  position  and  results  of  operations.  For
example,  our competitors could be the first to obtain proprietary  technologies
that  are  perceived  by the  market  as  being  superior.  In  addition,  after
substantial  research  and  development   expenditures,   one  or  more  of  the
technologies  under  development  by us or any of our strategic  partners  could
become obsolete prior to its introduction.

      Our operating  results will depend to a significant  extent on our ability
to continue to  introduce  new  products  and  services on a timely basis and to
reduce costs of our existing products and services. We cannot assure you that we
will successfully  identify new product or service  opportunities or develop and
market these opportunities in a timely or cost-effective  manner. The success of
new product development depends on many factors, including proper identification
of customer needs,  cost, timely  completion and  introduction,  differentiation
from offerings of competitors and market acceptances.

      Technological  innovation  is important  to our success and depends,  to a
significant  degree, on the work of technically  skilled employees.  Competition
for the services of these types of employees is vigorous.  We cannot  assure you
that we will be able to attract and retain these employees. If we were unable to
attract and maintain  technically  skilled employees,  our competitive  position
could be adversely affected.

We Could Have Inadequate Access to Capital for Growth.
------------------------------------------------------

      We may not be able to raise  adequate  capital to complete  some or all of
our business strategies or to react rapidly to changes in technology,  products,
services or the  competitive  landscape.  We believe that key success factors in
the  entertainment,  information and  communications  services  industry include
superior  access to capital and  financial  flexibility.  Industry  participants
often face high capital  requirements  in order to take  advantage of new market
opportunities,  respond to rigorous  competitive  pressures and react quickly to
changes in technology.  For example, as a result of the competitive  environment
in the multi-channel entertainment industry, DIRECTV may have to incur increased
subscriber  acquisition  costs by making  competitive  offers  in the  future to
maintain its market leadership.

      We  expect  the  global  entertainment,   information  and  communications
services  market to continue  to grow due to the high demand for  communications
infrastructure and the opportunities created by industry  deregulation.  Many of
our competitors are committing  substantial capital and, in many instances,  are
forming alliances to acquire or maintain market  leadership.  Our strategy is to
be a leader in providing entertainment,  information and communications products
and services by building on its experience in satellite technology and by making
acquisitions and establishing, maintaining and restructuring strategic alliances
as appropriate.  This strategy will require  substantial  investments of capital
over  the next  several  years.  We  cannot  assure  you that we will be able to
satisfy our capital requirements in the future.

Our Future Growth Depends Upon our Ability to Implement our Business Strategy.
------------------------------------------------------------------------------

      Our  business  strategy  is focused  on  becoming  a premier  provider  of
integrated  entertainment,  information and communications  services. As part of
this strategy,  we have  implemented  several new initiatives and entered into a
strategic  alliance  with  America  Online,  Inc. We cannot  assure you that the
implementation of these initiatives will not be delayed,  or that they will ever
be  fully  implemented,  or,  if  implemented,  will  allow  us to  successfully
capitalize on the emerging  communications services markets we are targeting. We
cannot  assure  you  that  we will  be  successful  in  implementing  these  new
initiatives,  or any  other  new  initiatives,  or  that  we  will  realize  the
anticipated benefits of our alliance with AOL.

We Are Vulnerable to Satellite Failure.
--------------------------------------

      DIRECTV,  PanAmSat and our other  businesses own or utilize  satellites in
their  businesses.  Orbiting  satellites  are  subject  to the  risk of  failing
prematurely  due to, among other things,  mechanical  failure,  a collision with
objects in space or an  inability  to  maintain  proper  orbit.  Satellites  are
subject to the risk of launch delay and failure, destruction and damage while on
the  ground or during  launch  and  failure  to become  fully  operational  once
launched.  Delays in the  production or launch of a satellite or the complete or
partial loss of a satellite,  in-orbit or during  launch,  could have a material
adverse impact on the operation of our businesses. With respect to both in-orbit
and launch  problems,  insurance  carried by PanAmSat and us does not compensate
for business  interruption or loss of future revenues or customers.  We have, in
the past,  experienced technical anomalies on some of our satellites.  We cannot
assure  you that we will  not  experience  further  satellite  anomalies  in the
future.  Service  interruptions  caused by these  anomalies,  depending on their
severity,  could result in claims by affected customers for termination of their
transponder  agreements,  cancellation of other service contracts or the loss of
other customers.

We May Be Unable to Effectively Manage the Growth of Our DIRECTV Businesses.
----------------------------------------------------------------------------

      Our ability to continue the planned  expansion  of our DIRECTV  businesses
and to  increase  our  customer  base  while  maintaining  our price  structure,
reducing our churn rate and managing costs will depend upon, among other things,
our  ability to manage our  growth  effectively.  To  accomplish  this,  we must
continue  to  develop  our  internal  and  external  sales  force,  installation
capability and customer service representatives, maintain our relationships with
third party vendors and implement procedures to mitigate subscriber credit risk.
We will also need to continue to grow, train and manage our employee base. If we
are unable to manage its growth effectively,  we could experience an increase in
subscriber churn, and as a result, our business could be adversely affected.  In
addition, subscriber acquisition costs may increase if DIRECTV offers additional
incentives in order to respond to  competition,  to expand our businesses or for
other reasons. If subscriber acquisition costs increase significantly,  it could
have a material adverse effect on our business.

Our Main Satellite Supplier is No Longer an Affiliate of Ours.
--------------------------------------------------------------

      Historically,  we have been able to fulfill  most of our  satellite  needs
from  Hughes  Space  and  Communications,   which  was  previously  one  of  our
wholly-owned subsidiaries.  Since the sale of Hughes Space and Communications to
Boeing,  we no longer  manufacture  satellites.  Although  DIRECTV and  PanAmSat
currently  have  contracts  with  Hughes  Space and  Communications,  now Boeing
Satellite  Systems,  designed to satisfy our satellite needs over the near term,
we will need to obtain  new  contracts  with  Boeing  Satellite  Systems or with
alternative  suppliers for our future satellite needs. We cannot assure you that
we will be able to obtain  contracts for the  manufacture of new satellites from
Boeing Satellite Systems or from alternative suppliers on similar terms.

We Could Be Adversely Affected by Our Customers' Inability to Obtain Financing.
-------------------------------------------------------------------------------

      Our customers  are dependent  from time to time upon third party equity or
debt  financing in order to pay for products  and  services  purchased  from us.
Collection of amounts due to us from these  customers may be adversely  affected
by their inability to obtain this third party financing.  If these customers are
unable to obtain,  or are delayed in obtaining,  third party financing,  and are
therefore  unable  to  pay  amounts  due  to us in  the  future,  we  may  incur
substantial  losses  related  to costs it has  incurred  in  excess  of  amounts
collected to date from those  customers.  This could also have a negative effect
on our future cash flows.

We Are Subject to Domestic and Foreign Regulations that Could Adversely
-----------------------------------------------------------------------
Affect the Nature and Extent of the Services We Offer.
-----------------------------------------------------

      Our businesses are subject to various  regulations.  DIRECTV is subject to
substantial regulation by the U.S. Federal Communications  Commission. FCC rules
and regulations are subject to change in response to industry developments,  new
technology and political considerations.  In addition, the satellite industry is
highly regulated both in the United States and  internationally.  We are subject
to  the   regulatory   authority  of  the  U.S.   Government  and  the  national
communications  authorities of the countries in which we operate. These agencies
regulate  the  construction,  launch and  operation  of our  satellites  and the
orbital  slots  planned for these  satellites.  We are  currently  subject to an
investigation  regarding  certain of our export compliance  activities.  We, our
customers or companies with which we do business,  must have authority from each
country in which we provide  services  or  provides  its  customers'  use of its
satellites.  Although we believe that we and our customers and/or companies with
which we do business presently hold the requisite licenses and approvals for the
countries in which  we/they  currently  provide  services,  regulations  in each
country are different and, as a result,  there may be instances of noncompliance
of which we are not aware.

      Our  businesses  could be adversely  affected by the adoption of new laws,
policies and regulations. We cannot assure you that we will succeed in obtaining
all requisite  regulatory approvals for our operations without the imposition of
restrictions  on, or adverse  consequences  to, our  businesses.  We also cannot
assure you that material adverse changes in regulations affecting the industries
in which we operate our businesses will not occur in the future.

We Are Subject to Other Risks Related to Our International Operations.
----------------------------------------------------------------------

      About 21% of our  revenues  in 1999,  excluding  revenues  from our former
subsidiary,  Hughes Space and Communications,  were generated outside the United
States.  We  are  currently   evaluating   expansion   opportunities  in  select
international markets.  These international  operations subject us to many risks
inherent in international business activities, including:

o limitations and disruptions resulting from the imposition of government
  controls;

o difficulty meeting export license requirements;

o obtaining and/or maintaining licenses which are necessary to conduct our
  business;

o economic or political instability;

o trade restrictions;

o changes in tariffs;

o currency fluctuations;

o greater difficulty in safeguarding intellectual property; and

o difficulties in managing overseas subsidiaries and international operations.

      These risks could have a material adverse effect on our business.

Grand Jury Investigation/State Department Review Could Result in Sanctions
--------------------------------------------------------------------------

      There is a pending  grand  jury  investigation  into  whether we should be
accused of criminal  violations  of the export  control  laws arising out of the
participation  of two of our  employees  on a  committee  formed to  review  the
findings of Chinese  engineers  regarding  the failure of a Long March rocket in
China in 1996. We are also subject to the authority of the U.S. State Department
to impose sanctions for non-criminal  violations of the Arms Export Control Act.
The possible  criminal  and/or civil  sanctions  could  include fines as well as
debarment  from  various  export  privileges  and  participation  in  government
contracts.  On  October  6,  2000,  we  completed  the  sale  of  our  satellite
manufacturing  business to The Boeing Company. In that transaction,  we retained
limited  liability  for certain  possible  fines and penalties and the financial
consequences  of debarment  related to the business now owned by Boeing,  should
either the  Department  of Justice or State  Department  impose  such  sanctions
against the satellite  manufacturing  business.  We do not expect the grand jury
investigation or State Department  review to result in a material adverse effect
upon our business. However, there can be no assurance as to those conclusions.

Compromise of Satellite Programming Signals Could Adversely Affect Our Business.
--------------------------------------------------------------------------------

      The delivery of direct broadcast  television  programming requires the use
of encryption technology to assure that only authorized  subscribers can receive
the programming.  It is illegal to create,  sell or otherwise  distribute or use
mechanisms  or  devices  to  circumvent  that  encryption.  Theft of  cable  and
satellite  programming  does occur and attempts have been made to circumvent our
signal encryption.  We have implemented measures intended to reduce signal theft
of our programming. If we were unable to respond to any widespread compromise of
our encryption technology, our business could be materially adversely affected.

Disputes with Raytheon Regarding Former Defense Operations Could Result in a
-----------------------------------------------------------------------------
Material Payment from Us to Raytheon.
-------------------------------------

      In connection with the 1997 spin-off of the defense  electronics  business
of our predecessor as part of our restructuring  transactions and the subsequent
merger of that  business  with  Raytheon,  the terms of the merger  and  related
agreements  between us and Raytheon  provided  processes for resolving  disputes
that might arise in connection with post-closing financial adjustments that were
also  called  for  by  the  terms  of  the  merger  agreement.  These  financial
adjustments  might require a cash payment from  Raytheon to us or vice versa.  A
dispute  currently  exists  regarding the  post-closing  adjustments that we and
Raytheon have proposed to one another and related issues  regarding the adequacy
of disclosures made by us to Raytheon in the period prior to consummation of the
merger. We are proceeding with the dispute resolution process with Raytheon.  It
is  possible  that  the  ultimate  resolution  of  the  post-closing   financial
adjustment and of related disclosure issues may result in us making a payment to
Raytheon that would be material to us.  However,  the amount of any payment that
either party might be required to make to the other cannot be determined at this
time. We intend to  vigorously  pursue  resolution  of the disputes  through the
arbitration  process,  opposing the adjustments proposed by Raytheon and seeking
the payment from Raytheon that it has proposed.

Forecasts and Other Estimates Could be Unreliable
-------------------------------------------------

      This  Current  Report  on  Form  8-K  includes   certain  forward  looking
information  provided  by the Company  with  respect to our  anticipated  future
performance. Such forward looking information reflects various assumptions by us
concerning  anticipated  results and are subject to the risks described  herein,
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond our  control.  Accordingly,  there can be no  assurance
that such forward  looking  information  will be realized.  The forward  looking
information  and actual  results will likely vary,  and those  variations may be
material.

Forward-Looking Statements
--------------------------

      The  following  are  additional  important  factors which may cause actual
results to differ materially from those expressed in forward looking information
provided by the managements of GM and Hughes:

      Changes in economic  conditions,  currency  exchange  rates,  or political
stability  in  the  major  markets  where  the  corporation  procures  material,
components,  and supplies for the production of its principal  products or where
its  products  and  services are  produced,  distributed,  or sold (i.e.,  North
America, Europe, Latin America, and Asia-Pacific).

      Shortages  of fuel  or  interruptions  in  transportation  systems,  labor
strikes,  work  stoppages,  or other  interruptions  to or  difficulties  in the
employment  of  labor in the  major  markets  where  the  corporation  purchases
material,  components,  and supplies for the production of its products or where
its products and services are produced, distributed, or sold.

      Significant  changes in the  competitive  environment in the major markets
where the  corporation  purchases  material,  components,  and  supplies for the
production  of its products or where its  products  and  services are  produced,
distributed or sold.

      Changes  in the  laws,  regulations,  policies,  or  other  activities  of
governments,  agencies,  and similar organizations where such actions may affect
the production,  licensing,  distribution, or sale of the corporation's products
and services, the cost thereof, or applicable tax rates.

      The  ability  of  the  corporation  to  achieve  reductions  in  cost  and
employment levels, to realize production efficiencies,  and to implement capital
expenditures, all at the levels and times planned by management.

      Additional risk factors include:  economic conditions,  product demand and
market acceptance,  government action, local political or economic  developments
in or affecting countries where Hughes has operations,  ability to obtain export
licenses, competition,  ability to achieve cost reductions,  technological risk,
limitations on access to  distribution  channels,  the success and timeliness of
satellite launches, in-orbit performance of satellites,  ability of customers to
obtain  financing,  and  Hughes'  ability  to access  capital  to  maintain  its
financial  flexibility.  Additionally,  Hughes  and  its 81%  owned  subsidiary,
PanAmSat  Corporation,  have experienced satellite anomalies in the past and may
experience  satellite  anomalies  in the  future  that could lead to the loss or
reduced  capacity  of such  satellites  that  could  materially  affect  Hughes'
operations.

                                   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.

                                         HUGHES ELECTRONICS CORPORATION

Dated:  January 16, 2001            By:
                                         -------------------------------------
                                         Roxanne S. Austin
                                         Chief Financial Officer