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

                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
                            ------------------------

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                            ------------------------


                                 Date of Report
               (Date of earliest event reported) February 24, 2003

                         Hughes Electronics Corporation
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                State of Delaware
  ---------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)





         0-26035                                         52-1106564
--------------------------                         ------------------------
(Commission File Number)                              (I.R.S. Employer
                                                     Identification No.)



                          200 North Sepulveda Boulevard
                          El Segundo, California 90245
                                 (310) 662-9688
---------------------------------------------------------------------------
               (Address, including zip code, and telephone number,
        including area code, of registrants' principal executive office)




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



<PAGE>


Item 5. OTHER EVENTS

            On February 24, 2003, Hughes Electronics Corporation ("Hughes") and
its wholly-owned subsidiaries, DIRECTV, Inc. ("DIRECTV") and Hughes Network
Systems, Inc. ("HNS"), and America Online, Inc. ("AOL") entered into an
agreement terminating their entire strategic alliance, which the companies had
entered into in June 1999. In connection with the termination of the alliance,
Hughes and its subsidiaries were released from the commitment to spend up to
approximately $1.0 billion in additional sales, marketing, development and
promotion efforts in support of certain specified joint products and services.
As a result of the agreement, a $23.0 million pre-tax charge will be recorded in
the consolidated financial statements included in the Hughes Annual Report on
Form 10-K for the year ended December 31, 2002.

            Under the terms of the agreement, HNS will continue to provide
Internet by satellite services to current bundled AOL Broadband subscribers, as
the companies develop a transition plan to an unbundled service. In addition,
DIRECTV, HNS and AOL agreed to explore the possibility of new business
relationships in the future. The agreement also included mutual releases of
claims and the termination of all agreements entered into in 1999, including all
agreements between AOL and General Motors Corporation ("GM") related to AOL's
purchase of GM securities. In January 2003, AOL completed its sale of the GM
Class H common shares which it had acquired in connection with the strategic
alliance.

            In a separate matter, Hughes had previously announced on January 15,
2003, that it had recorded a fourth quarter 2002 pre-tax charge of $111.4
million relating to the expected costs associated with the planned shutdown of
DIRECTV Broadband, Inc.'s operations. As a result of the favorable resolution of
various liabilities relating to the shutdown, Hughes will reduce the pre-tax
charge associated with the planned shutdown by $18.6 million to $92.8 million in
the consolidated financial statements included in the Hughes Annual Report on
Form 10-K for the year ended December 31, 2002.

            After giving effect to the charge associated with the agreement with
AOL, and the reduction of the charge related to the planned shutdown of DIRECTV
Broadband's operations, Hughes' previously reported EBITDA for the year ended
December 31, 2002 has been reduced from $672.4 million to $668.0 million. In
addition, Hughes' previously reported operating loss for the year ended December
31, 2002 has been increased from $394.7 million to $399.1 million.



<PAGE>



                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.


                              HUGHES ELECTRONICS CORPORATION
                              (Registrant)


Date: Maarch 3, 2003       By:   /s/ MICHAEL J. GAINES
                                    ----------------------
                                    Michael J. Gaines,
                                    Vice President and Chief Financial Officer
[{"type": "8-K", "sequence": "1", "filename": "hughesaol8k022703.txt", "description": "HUGHES NEWS RELEASE 02-24-03", "secsgml_size_bytes": 4990}]
{"company-data": {"conformed-name": "HUGHES ELECTRONICS CORP", "cik": "0000944868", "assigned-sic": "4899", "irs-number": "521106564", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26035", "film-number": "03588834"}, "business-address": {"street1": "200 N SEPULVEDA BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0956", "phone": "3106629688"}, "mail-address": {"street1": "200 N SEPULVEDA BOULEVARD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0956"}}
===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
                            ------------------------

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                            ------------------------

                                 Date of Report
               (Date of earliest event reported) February 24, 2003

                         Hughes Electronics Corporation
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                State of Delaware
  ---------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

         0-26035                                         52-1106564
--------------------------                         ------------------------
(Commission File Number)                              (I.R.S. Employer
                                                     Identification No.)

                          200 North Sepulveda Boulevard
                          El Segundo, California 90245
                                 (310) 662-9688
---------------------------------------------------------------------------
               (Address, including zip code, and telephone number,
        including area code, of registrants' principal executive office)

===========================================================================
Item 5. OTHER EVENTS

            On February 24, 2003, Hughes Electronics Corporation ("Hughes") and
its wholly-owned subsidiaries, DIRECTV, Inc. ("DIRECTV") and Hughes Network
Systems, Inc. ("HNS"), and America Online, Inc. ("AOL") entered into an
agreement terminating their entire strategic alliance, which the companies had
entered into in June 1999. In connection with the termination of the alliance,
Hughes and its subsidiaries were released from the commitment to spend up to
approximately $1.0 billion in additional sales, marketing, development and
promotion efforts in support of certain specified joint products and services.
As a result of the agreement, a $23.0 million pre-tax charge will be recorded in
the consolidated financial statements included in the Hughes Annual Report on
Form 10-K for the year ended December 31, 2002.

            Under the terms of the agreement, HNS will continue to provide
Internet by satellite services to current bundled AOL Broadband subscribers, as
the companies develop a transition plan to an unbundled service. In addition,
DIRECTV, HNS and AOL agreed to explore the possibility of new business
relationships in the future. The agreement also included mutual releases of
claims and the termination of all agreements entered into in 1999, including all
agreements between AOL and General Motors Corporation ("GM") related to AOL's
purchase of GM securities. In January 2003, AOL completed its sale of the GM
Class H common shares which it had acquired in connection with the strategic
alliance.

            In a separate matter, Hughes had previously announced on January 15,
2003, that it had recorded a fourth quarter 2002 pre-tax charge of $111.4
million relating to the expected costs associated with the planned shutdown of
DIRECTV Broadband, Inc.'s operations. As a result of the favorable resolution of
various liabilities relating to the shutdown, Hughes will reduce the pre-tax
charge associated with the planned shutdown by $18.6 million to $92.8 million in
the consolidated financial statements included in the Hughes Annual Report on
Form 10-K for the year ended December 31, 2002.

            After giving effect to the charge associated with the agreement with
AOL, and the reduction of the charge related to the planned shutdown of DIRECTV
Broadband's operations, Hughes' previously reported EBITDA for the year ended
December 31, 2002 has been reduced from $672.4 million to $668.0 million. In
addition, Hughes' previously reported operating loss for the year ended December
31, 2002 has been increased from $394.7 million to $399.1 million.
SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.

                              HUGHES ELECTRONICS CORPORATION
                              (Registrant)

Date: Maarch 3, 2003       By:   /s/ MICHAEL J. GAINES
                                    ----------------------
                                    Michael J. Gaines,
                                    Vice President and Chief Financial Officer