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





                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) June 24, 2002
                                  ------------




                         HUGHES ELECTRONICS CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE               0-26035                 52-1106564
----------------------------   -----------------------    -------------------
(State or other jurisdiction        (Commission            (I.R.S. Employer
 of incorporation or organization)   File Number)         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)

























                                      - 1 -

ITEM 5. OTHER ITEMS

On June 24, 2002, the 2.7 million shares of GM Series H 6.25% automatically
convertible preference stock held by America Online, Inc., a wholly owned
subsidiary of AOL Time Warner Inc., converted into 80 million shares of GM Class
H common stock as provided for in the terms of the Series H stock.

GM originally issued the GM Series H preference shares to AOL in connection with
a strategic alliance between AOL and Hughes Electronics Corp. in 1999. As a
result of the conversion, GM no longer has any shares of preference stock
outstanding.

                                      # # #


                                    SIGNATURE


   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 hereunto duly authorized.


                                          HUGHES ELECTRONICS CORPORATION
                                          ------------------------------
                                                  (Registrant)



                                       By
Date June 24, 2002                     /s/Michael J. Gaines
     -------------                     -----------------------------------
                                       (Michael J. Gaines,
                                        Chief Financial Officer)



































                                      - 2 -
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{"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": "02685230"}, "business-address": {"street1": "200 N SEPULVEDA BLVD", "city": "EL SAGUNDO", "state": "CA", "zip": "90245-0956", "phone": "3106629688"}, "mail-address": {"street1": "200 N SEPULVEDA BOULEVARD", "city": "EL SAGUNDO", "state": "CA", "zip": "90245-0956"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report
(Date of earliest event reported) June 24, 2002
                                  ------------

                         HUGHES ELECTRONICS CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      STATE OF DELAWARE               0-26035                 52-1106564
----------------------------   -----------------------    -------------------
(State or other jurisdiction        (Commission            (I.R.S. Employer
 of incorporation or organization)   File Number)         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)

                                      - 1 -

ITEM 5. OTHER ITEMS

On June 24, 2002, the 2.7 million shares of GM Series H 6.25% automatically
convertible preference stock held by America Online, Inc., a wholly owned
subsidiary of AOL Time Warner Inc., converted into 80 million shares of GM Class
H common stock as provided for in the terms of the Series H stock.

GM originally issued the GM Series H preference shares to AOL in connection with
a strategic alliance between AOL and Hughes Electronics Corp. in 1999. As a
result of the conversion, GM no longer has any shares of preference stock
outstanding.

                                      # # #

                                    SIGNATURE

   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 hereunto duly authorized.

                                          HUGHES ELECTRONICS CORPORATION
                                          ------------------------------
                                                  (Registrant)

                                       By
Date June 24, 2002                     /s/Michael J. Gaines
     -------------                     -----------------------------------
                                       (Michael J. Gaines,
                                        Chief Financial Officer)

                                      - 2 -