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) October 14, 2002
                                  ----------------




                          GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                        Identification No.)




   300 Renaissance Center, Detroit, Michigan                 48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------
















                                      - 1 -

ITEM 5. OTHER EVENTS

      On October 15, 2002, a news release was issued on the subject of third
quarter consolidated earnings for General Motors Corporation (GM). The news
release did not include certain financial statements, related footnotes and
certain other financial information that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q. The following
is the third quarter earnings release for GM, and their subsidiary Hughes
Electronics Corporation's (Hughes) earnings release dated October 14, 2002.


   -  GM EARNED $696 MILLION, OR $1.24 PER SHARE, EXCLUDING SPECIAL ITEMS AND
      HUGHES
   -  NET LOSS TOTALS $804 MILLION, OR $1.42 PER SHARE, INCLUDING HUGHES AND
      SPECIAL ITEMS
   -  STRONG CASH FLOW AND MARKET SHARE PERFORMANCE
   -  2002 EARNINGS ESTIMATED AT $6.75 PER SHARE, UP FROM $6.50

DETROIT - General Motors Corp. (NYSE: GM, GMH) today reported that earnings in
the third quarter of 2002, excluding special items and Hughes, totaled $696
million, or $1.24 diluted earnings per share of GM $1-2/3 par value common
stock, an improvement of more than 30 percent compared with the same period last
year.

The increase was primarily driven by strong market performance and aggressive
cost reductions at GM North America (GMNA), and continuing strength at General
Motors Acceptance Corp. (GMAC). The results compare with income of $527 million,
or $0.94 per share, in the third quarter of 2001, excluding Hughes and special
items.

Including Hughes and special items, GM had a reported net loss of $804 million,
or $1.42 diluted earnings per share, compared with a loss of $368 million, or
$0.41 per share, in the third quarter of 2001.

The third-quarter-2002 results include special items totaling an unfavorable
$1.42 billion, or $2.62 per share. This includes an unfavorable $1.37 billion
after-tax ($2.2 billion pretax) non-cash impairment write-down of GM's
investment in Fiat Auto Holdings, B.V., resulting from the completion of the
previously announced study of GM's original $2.4 billion carrying value for that
investment; an unfavorable $116 million after-tax ($186 million pretax) net
charge related to post-employment benefits and asset write-downs as a result of
changes in GMNA's production footprint -- primarily costs associated with the
transfer of commercial truck production from Janesville, Wis., to Flint, Mich.;
and a favorable $68 million after-tax ($109 million pretax) net gain at Hughes
primarily resulting from the sale of equity interests. Special items in the
third quarter of 2001 totaled an unfavorable $753 million, or $1.26 per share.

GM financial results described throughout the remainder of this release exclude
special items unless otherwise noted (see Highlights).

"The strong performance by GM North America and GMAC demonstrate our ability to
produce improved results despite a difficult pricing environment," said GM
Chairman Jack Smith.

"A steady stream of successful products and a rigorous cost focus continue to
move us in the right direction," said GM President and Chief Executive Officer
Rick Wagoner. "We're designing winning cars and trucks, producing them
efficiently, and maintaining our leadership position in the market. Our
operations in North America are running very well, and we're striving for the
same level of performance in other regions. We continue to face challenges, but
our strong operating performance is the key to addressing them."

                                      - 2 -

GM's net liquidity, excluding GMAC and Hughes, increased approximately $700
million from June 30, 2002, to $3.3 billion at Sept. 30, 2002. Automotive
operations generated about $600 million of cash flow during the quarter. On that
same basis, cash, marketable securities, and assets of the Voluntary Employees'
Beneficiary Association (VEBA) trust invested in short-term fixed-income
securities increased to $18.2 billion at Sept. 30, 2002, from $17.6 billion at
June 30, 2002. Debt, excluding GMAC and Hughes, decreased slightly to $14.9
billion at the end of the third quarter of 2002, compared with $15.0 billion at
June 30, 2002.

Strong cash generation is vital to meet the challenges posed by weak returns in
the equity markets and the increasing cost of employee benefits that continue to
adversely affect GM's balance sheet. GM disclosed today that through the first
nine months of 2002 the return on assets held in the U.S. hourly and salaried
employee pension funds was approximately negative 10 percent. During this same
period, the overall U.S. equities market declined more than 25 percent, as
measured by the major stock indices. The fund performance year to date, combined
with other factors, is expected to result in a significant increase in the
unfunded status of the pension funds and an increase in 2003 pension expense.


                            GM AUTOMOTIVE OPERATIONS

GM's global automotive operations earned $345 million in the third quarter of
2002, an increase of more than 60 percent compared with the $212 million earned
in the prior-year period.

Income at GM North America (GMNA) increased more than 14 percent in the third
quarter of 2002 to $510 million, compared with $445 million earned in the
year-ago period. Production volume increased 5.6 percent. The pricing
environment continued to be challenging, with net price retention totaling a
negative 2.2 percent in the third quarter of 2002. Strong cost performance more
than offset the pricing pressures.

Continuing the trend so far this year, GM's overall U.S. market share increased
again in the third quarter of 2002, with this year's 28.0 percent share up 0.3
points versus the same quarter last year. Retail market share continued to show
strong growth. Trucks accounted for about 57 percent of total sales in the third
quarter, compared with 53 percent in the same period last year.

"The improved vehicle sales and increased share were the result of excellent
consumer acceptance of our new cars and trucks, combined with a focus on being
competitive in the marketplace," Wagoner said. "As we continue to leverage our
global resources and bring out more new and exciting products, we plan to remain
the market leader globally and in North America, and improve our position in
other regions."

Major product enhancements introduced in the third quarter include the restyled
Chevrolet Silverado and GMC Sierra, and updated versions of Chevrolet Cavaliers,
Pontiac Sunfires, and Saturn L series. They follow the introduction earlier this
year of extended versions of the popular Chevy TrailBlazer and GMC Envoy, along
with the all-new HUMMER H2. Coming to market later this year and in 2003 are the
Saturn ION sedan and coupe, all-new versions of the Saab 9-3 sedan and
convertible, the Chevy SSR, the Pontiac Grand Prix, the Chevy Malibu, the
Cadillac XLR luxury high-performance roadster, the Cadillac SRX crossover
vehicle, the Buick Rainier sport utility vehicle, and the Opel Vectra Signum,
Vectra Wagon, and the new Meriva monocab in Europe.




                                      - 3 -

GM Europe (GME) reported a loss of $180 million in the third quarter of 2002, an
improvement from the $287 million loss in the year-ago period. Compared with the
same period last year, the significant progress in reducing material and
structural costs more than offset a decline in vehicle sales and costs
associated with the launch of the all-new Saab 9-3. GME continued to face weak
market conditions, particularly in Germany, and a challenging pricing
environment.

"GM Europe's turnaround remains a top priority. We've made very good progress on
the cost side, and now the focus is on improving revenue growth," Wagoner said.
"We expect that the strong products coming from Opel/Vauxhall and Saab will lead
to improved sales."

GM Asia-Pacific reported a profit of $76 million in the third quarter of 2002
compared with earnings of $60 million a year ago, led by continued strong
performance at Shanghai GM and GM's Australia-based Holden unit. GM Latin
America/Africa/Mid-East (GMLAAM) reported a loss of $61 million in the third
quarter of 2002 compared with a loss of $6 million a year ago. Results were
negatively affected by unfavorable economic and market conditions in Brazil,
Venezuela and Argentina. On the positive side, GM's market share in the region
increased significantly to 18.2 percent in the third quarter of 2002, compared
with 15.8 percent in the prior-year period.

                                      GMAC

GMAC earned $476 million in the third quarter of 2002, an increase of nearly 9
percent from third-quarter earnings of $437 million a year ago. The increase was
more than accounted for by improvements in mortgage operations, resulting from
increased volumes and fees.

"GMAC's capital position has strengthened significantly," Wagoner said. "Based
on estimated asset and earnings growth next year, GMAC's leverage should remain
stable without any need for incremental capital from GM."

                                     HUGHES

Hughes lost $81 million in the third quarter of 2002, an improvement compared
with the loss of $142 million in the prior-year quarter, primarily because of
stronger performance by DIRECTV U.S. Revenue totaled $2.2 billion in the third
quarter of 2002, up from $2.1 billion in the same quarter last year, led by the
growing subscriber base of DIRECTV. Total DIRECTV U.S. subscriptions increased
approximately 206,000 from the second quarter of 2002 to 10.9 million.

Despite the unfavorable initial review by the Federal Communications Commission
(FCC) GM, Hughes and EchoStar continue to work with the FCC and the U.S. Justice
Department to resolve any concerns about the plan to split off Hughes and merge
the company with EchoStar Communications Corp. GM believes this transaction is
in the best interest of consumers, and all classes of shareholders, and will
work aggressively to obtain approval.

                                  LOOKING AHEAD

General Motors expects total U.S. industry vehicle sales for 2002 will be
approximately 17 million units. North American production is forecast at about
1.4 million vehicles in the fourth quarter of 2002, and more than 5.6 million
vehicles in calendar year 2002.

For the fourth quarter of 2002, GM estimates its earnings, excluding Hughes and
any special items, will be about $1.50 per share, reflecting higher volume and
solid results in North America and at GMAC, partially offset by continued losses
in Europe and Latin America.


                                      - 4 -

GM expects 2002 earnings will be about $6.75 per share, excluding special items
and Hughes. Including Hughes, but excluding special items, GM expects to earn
approximately $1.40 per share in the fourth quarter of 2002 and $6.35 per share
for the calendar year.

For 2003, GM expects moderate economic growth and resulting U.S. industry
sales in the mid-to-high-16 million-unit range.

General Motors, the world's largest vehicle manufacturer, designs, builds and
markets cars and trucks worldwide, and has been the global automotive sales
leader since 1931. More information on GM can be found at www.gm.com.


                                    # # #


In this press release and related comments by General Motors management, our use
of the words "outlook," "expect," "anticipate," "estimate," "forecast,"
"project," "likely," "objective," "plan," "designed," "goal," "target," and
similar expressions is intended to identify forward looking statements. While
these statements represent our current judgment on what the future may hold, and
we believe these judgments are reasonable, actual results may differ materially
due to numerous important factors that are described in GM's most recent report
on SEC Form 10-K (at page II-15, 16) which may be revised or supplemented in
subsequent reports on SEC Forms 10-Q and 8-K. Such factors include, among
others, the following: changes in economic conditions, currency exchange rates
or political stability; shortages of fuel or interruptions in transportation
systems, labor strikes or work stoppages; market acceptance of the corporation's
new products; significant changes in the competitive environment; changes in
laws, regulations and tax rates; and the ability of the corporation to achieve
reductions in cost and employment levels to realize production efficiencies and
implement capital expenditures at levels and times planned by management.

In connection with the proposed transactions, General Motors Corporation ("GM"),
HEC Holdings, Inc. ("Hughes Holdings") and EchoStar Communications Corporation
("EchoStar") have filed amended preliminary materials with the Securities and
Exchange Commission ("SEC"), including a Registration Statement of Hughes
Holdings on Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be further
amended. Holders of GM $1-2/3 and GM Class H common stock are urged to read the
definitive versions of these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. The preliminary
materials, the definitive versions of these materials and other relevant
materials (when they become available), and any other documents filed by GM,
Hughes Electronics Corporation ("Hughes"), Hughes Holdings or EchoStar with the
SEC may be obtained for free at the SEC's website, www.sec.gov, and GM
stockholders will receive information at an appropriate time on how to obtain
transaction-related documents for free from GM.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of consents from the holders of GM $1-2/3
common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the amended preliminary consent solicitation statement/information
statement/prospectus filed with the SEC and the definitive consent solicitation
statement/information statement/prospectus when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.





                                      - 5 -

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes, Hughes Holdings or GM
include, but are not limited to, the following: (1) the businesses of EchoStar
and Hughes may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected benefits and
synergies from the combination may not be realized within the expected time
frame or at all; (3) revenues following the transaction may be lower than
expected; (4) operating costs, customer loss and business disruption including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (5) generating the incremental growth in the subscriber base of the
combined company may be more costly or difficult than expected; (6) the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (7) the effects of legislative
and regulatory changes; (8) an inability to obtain certain retransmission
consents; (9) an inability to retain necessary authorizations from the FCC; (10)
an increase in competition from cable as a result of digital cable or otherwise,
direct broadcast satellite, other satellite system operators, and other
providers of subscription television services; (11) the introduction of new
technologies and competitors into the subscription television business; (12)
changes in labor, programming, equipment and capital costs; (13) future
acquisitions, strategic partnership and divestitures; (14) general business and
economic conditions; and (15) other risks described from time to time in
periodic reports filed by EchoStar, Hughes or GM with the Securities and
Exchange Commission. You are urged to consider statements that include the words
"may," "will," "would," "could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends," "continues,"
"forecast," "designed," "goal," or the negative of those words or other
comparable words to be uncertain and forward-looking. This cautionary statement
applies to all forward-looking statements included in this document.













                                      - 6 -


                           General Motors Corporation
                        List of Special Items - After Tax
                              (dollars in millions)

                                           Third Quarter 2002
                               ----------------------------------------

                                                 Other  Total   Diluted
                                 GMNA  Hughes     ACO    GM      EPS
                                -----  ------    ----- ------  --------

   Reported Net Income
     (Loss)                     $394    $(13) $(1,463) $(804)  $(1.42)

   Write-down of
     Fiat Investment (A)           -       -    1,371  1,371     2.44

   GMNA Production Footprint(B)  116       -        -    116     0.21

   Hughes Sale of Equity
    Interests (C)                  -     (68)       -    (68)   (0.03)

                                 ---     ---      ---    ---     ----
   Adjusted Net Income (Loss)   $510    $(81)    $(92)  $615    $1.20
                                 ===     ===      ===    ===     ====


                                            Year to Date 2002
                               ------------------------------------------

                                                    Other   Total Diluted
                             GMNA    GME    Hughes   ACO     GM     EPS
                             ----    ---    ------  -----   ----- -------

   Reported Net Income
     (Loss)                $2,267   $(882) $(325) $(1,604)    $716  $1.63

   Write-down of
     Fiat Investment (A)        -       -      -    1,371    1,371   2.43

   GMNA Production
    Footprint(B)              116       -      -        -      116   0.20

   Hughes Sale of Equity
     Interests (C)              -       -    (68)       -      (68) (0.04)

   GME End of Life Vehicle
     Charge (D)                 -      55      -        -       55   0.10

   GME Restructuring
     Charge (E)                 -     407      -        -      407   0.73

   Hughes Space Shuttle
     Settlement (F)             -       -    (59)       -      (59) (0.04)

   Hughes GECC Contractual
     Dispute (G)                -       -     51        -       51   0.03

   Hughes Loan Guarantee
     Charge (H)                 -       -     18        -       18   0.01
                            -----     ---    ---      ---     ----   ----
   Adjusted Net Income
     (Loss)                $2,383   $(420) $(383)   $(233)  $2,607  $5.05
                            =====     ===    ===      ===    =====   ====


See Notes on next page.



                                      - 7 -


                           General Motors Corporation
                        List of Special Items - After Tax


(A)  The Write-down of the Fiat Investment relates to the completion of the
     previously announced impairment study of the carrying value of Fiat
     Auto Holdings, B.V.. This charge reduced the value of the Fiat
     investment from $2.4 billion to $220 million.
(B)  The GMNA Production Footprint charge primarily relates to costs
     associated with the transfer of commercial truck
     production from Janesville, Wis., to Flint, Michigan.
(C)  The Hughes Sale of Equity Interests relates primarily to the investment
     in the multimedia company Thomson.
(D)  The GME End of Life Vehicle Charge relates to the European Union's
     directive requiring member states to enact legislation regarding
     end-of-life vehicles to the responsibility of manufacturers for
     dismantling and recycling vehicles they have sold. This charge of $55
     million relates to those member states that have passed national laws
     by June 30, 2002.
(E)  The GME Restructuring Charge relates to the initiative implemented in
     the first quarter of 2002 to improve the competitiveness of GM's
     automotive operations in Europe.
(F)  The Space Shuttle Settlement relates to the favorable resolution of a
     lawsuit that was filed against the U.S. government on March 22, 1991,
     based upon the National Aeronautics and Space Administration's (NASA)
     breach of contract to launch ten satellites on the Space Shuttle.
(G)  The GECC Contractual Dispute relates to an expected loss associated
     with a contractual dispute with General Electric Capital Corporation.
(H)  The Loan Guarantee Charge relates to a loan guarantee for a Hughes
     Network Systems' affiliate in India.








                                      - 8 -


                           General Motors Corporation
                        List of Special Items - After Tax
                              (dollars in millions)


                                           Third Quarter 2001
                               ----------------------------------------

                                                 Other  Total   Diluted
                                GMNA   Hughes     ACO    GM      EPS
                                -----  ------    ----- ------  --------

   Reported Net Income (Loss)   $251   $(227)   $(595) $(368)  $(0.41)

   Ste. Therese Charge (A)       194       -        -    194     0.35

   Raytheon Settlement (B)         -       -      474    474     0.86

   Gain on Sale of Thomson (C)     -     (67)       -    (67)   (0.04)

   SkyPerfecTV! Writedown (D)      -     133        -    133     0.08

   Severance Charge (E)            -      40        -     40     0.02

   DirecTV Japan Adjustment (F)    -     (21)       -    (21)   (0.01)
                                 ---     ---      ---    ---     ----
   Adjusted Net Income (Loss)   $445   $(142)   $(121)  $385    $0.85
                                 ===     ===      ===    ===     ====

(A) The Ste. Therese Charge relates to the closing of the Ste. Therese,
    Quebec assembly plant.
(B) The Raytheon Settlement relates to Hughes' settlement with the Raytheon
    Company of a purchase price adjustment related to Raytheon's 1997
    merger with Hughes Defense.
(C) The Gain on Sale of Thomson relates to Hughes' sale of 4.1 million
    shares of Thomson Multimedia common stock.
(D) The SkyPerfecTV! Writedown relates to Hughes' non-cash charge from the
    revaluation of its investment.
(E) The Severance Charge relates to Hughes' 10% company-wide workforce
    reduction in the U.S.
(F) The DirecTV Japan Adjustment relates to a favorable adjustment to the
    expected costs associated with the shutdown of Hughes' DirecTV Japan
    business.









                                      - 9 -


                           General Motors Corporation
                        List of Special Items - After Tax
                              (dollars in millions)


                                         Year to Date 2001
                              ----------------------------------------
                                                                 Other
                              GMNA    GME   GMLAAM GMAP  Hughes   ACO
                              ----    ---   ------ ----  ------  -----

   Reported Net Income (Loss)  $878  $(525)  $30  $(82)  $(487) $(796)

   Ste. Therese Charge (A)      194      -     -     -       -      -

   Raytheon Settlement (B)        -      -     -     -       -    474

   Gain on Sale of Thomson (C)    -      -     -     -     (67)     -

   SkyPerfecTV! Writedown (D)     -      -     -     -     133      -

   Severance Charge (E)           -      -     -     -      40      -

   DirecTV Japan Adjustment (F)   -      -     -     -     (21)     -

   Isuzu Restructuring (G)        -      -     -   133       -      -

   SFAS 133 Adjustment (H)       14     (2)    1     1       8      -
                              -----    ---   ---   ---     ---    ---
   Adjusted Net Income(Loss) $1,086  $(527)  $31   $52   $(394) $(322)
                              =====    ===    ==    ==     ===    ===


                               Total           Other   Total   Diluted
                                ACO     GMAC    FIO     GM       EPS
                               -----   ------  -----   -----   -------

   Reported Net Income (Loss)  $(982)  $1,351  $(23)    $346    $1.16

   Ste. Therese Charge (A)       194        -     -      194     0.35

   Raytheon Settlement (B)       474        -     -      474     0.86

   Gain on Sale of Thomson (C)   (67)       -     -      (67)   (0.04)

   SkyPerfecTV! Writedown (D)    133        -     -      133     0.08

   Severance Charge (E)           40        -     -       40     0.02

   DirecTV Japan Adjustment (F)  (21)       -     -      (21)   (0.01)

   Isuzu Restructuring (G)       133        -     -      133     0.24

   SFAS 133 Adjustment (H)        22      (34)    -      (12)   (0.03)
                                 ---    -----   ---     ----     ----
   Adjusted Net Income (Loss)   $(74)  $1,317  $(23)  $1,220    $2.63
                                  ==    =====    ==    =====     ====

      See page 9 for footnotes (A) - (F).

   G) The Isuzu Restructuring Charges include General Motors' portion of
      severance payments and asset impairments that were part of the second
      quarter restructuring of its affiliate Isuzu Motors Ltd.

   H) The SFAS 133 Adjustment represents the net impact during the first quarter
      2001 from initially adopting SFAS No. 133, Accounting for Derivatives and
      Hedging Activities.

                                     - 10 -


                           General Motors Corporation
                      Adjusted Corporate Financial Results

                                     Third Quarter        Year to Date
                                    ---------------      --------------
                                    2002(1)    2001(1)   2002(1)   2001(1)
                                    ----       ----      ----      ----

     Total net sales and
      revenues ($Mil's) (2)       $43,603   $42,475   $138,161  $131,318
      Excluding Hughes            $41,400   $40,362   $131,676  $125,285

     Consolidated net
      income ($Mil's)                $615      $385     $2,607    $1,220
      Excluding Hughes               $696      $527     $2,990    $1,614

     Net margin from
      consolidated net income         1.4%      0.9%       1.9%      0.9%
      Excluding Hughes                1.7%      1.3%       2.3%      1.3%

     GM $1-2/3 par value
      earnings per share
      Basic EPS                     $1.20     $0.86      $5.09     $2.65
      Diluted EPS                   $1.20     $0.85      $5.05     $2.63
      Diluted EPS excluding Hughes  $1.24     $0.94      $5.29     $2.90

     GM Class H
      earnings per share
      Basic EPS                    $(0.06)   $(0.13)    $(0.32)   $(0.36)
      Diluted EPS                  $(0.06)   $(0.13)    $(0.32)   $(0.36)

     Earnings attributable to
      GM $1-2/3 par value ($Mil's)
      Consolidated net income        $615      $385     $2,607    $1,220
      Preferred dividends               -       (25)       (47)      (76)
      Losses attributable
        to GM Class H                  57       113        293       314
                                      ---       ---      -----     -----
        Total earnings attributable
         to GM $1-2/3 par value      $672      $473     $2,853    $1,458
                                      ===       ===      =====     =====

     GM $1-2/3 par value average
      shares outstanding (Mil's)
      Basic shares                    560       551        560       549
      Diluted shares                  561       558        565       556

     Cash dividends per share
      of common stocks
      GM $1-2/3 par value           $0.50     $0.50      $1.50     $1.50
      GM Class H                        -         -          -         -

     Book value per share of
      common stocks at Sept. 30
      GM $1-2/3 par value          $25.41    $37.44
      GM Class H                    $5.08     $7.49

     Total cash at Sept. 30
      Excluding Hughes($Bil's) (3)  $18.2     $11.0

     Automotive, Communications
      Services, and Other
      Operations ($Mil's)
      Depreciation                 $1,108    $1,071     $3,293    $3,239
      Amortization of special
        tools                         645       609      1,859     1,747
      Amortization of intangible
        assets                         10        80         22       238
                                    -----     -----      -----     -----
        Total                      $1,763    $1,760     $5,174    $5,224
                                    =====     =====      =====     =====

     See footnotes on page 15.

                                     - 11 -



                           General Motors Corporation
                       Adjusted Segment Financial Results

                                     Third Quarter        Year to Date
                                    --------------       --------------
                                    2002(1)    2001(1)   2002(1)   2001(1)
                                    ----       ----      ----      ----
     (dollars in millions)
     Total net sales and revenues
      GMNA                        $26,355   $26,269    $85,580   $79,492
      GME                           5,564     5,117     17,149    17,616
      GMLAAM                        1,161     1,312      3,768     4,446
      GMAP                          1,158     1,000      3,344     3,138
                                   ------    ------    -------   -------
        Total GMA                  34,238    33,698    109,841   104,692
      Hughes                        2,203     2,113      6,485     6,033
      Other                           241       486      1,876     1,467
                                   ------    ------    -------   -------
        Total ACO                  36,682    36,297    118,202   112,192
      GMAC                          6,799     6,116     19,727    18,915
      Other Financing                 122        62        232       211
                                   ------    ------    -------   -------
        Total FIO                   6,921     6,178     19,959    19,126
                                   ------    ------    -------   -------
         Consolidated net sales
           and revenues           $43,603   $42,475   $138,161  $131,318
                                   ======    ======    =======   =======

     Pre-tax income (loss)
      GMNA                           $734      $641     $3,360    $1,523
      GME                            (248)     (400)      (564)     (747)
      GMLAAM                          (96)      (11)      (234)       71
      GMAP                              9         9        (35)       44
                                      ---       ---      -----     -----
        Total GMA                     399       239      2,527       891
      Hughes (4)                     (104)     (173)      (548)     (573)
      Other                          (177)     (143)      (407)     (402)
                                      ---       ---      -----     -----
        Total ACO                     118       (77)     1,572       (84)
      GMAC                            789       710      2,223     2,142
      Other Financing                 (24)      (11)       (34)      (34)
                                      ---       ---      -----     -----
        Total FIO                     765       699      2,189     2,108
                                      ---       ---      -----     -----
        Consolidated pre-tax
         income                      $883      $622     $3,761    $2,024
                                      ===       ===      =====     =====



     Net income (loss)
      GMNA                           $510      $445     $2,383    $1,086
      GME                            (180)     (287)      (420)     (527)
      GMLAAM                          (61)       (6)      (174)       31
      GMAP                             76        60        122        52
                                      ---       ---      -----     -----
        Total GMA                     345       212      1,911       642
      Hughes (4)(5)                   (81)     (142)      (383)     (394)
      Other                           (92)     (121)      (233)     (322)
                                      ---       ---      -----     -----
        Total ACO                     172       (51)     1,295       (74)
      GMAC                            476       437      1,346     1,317
      Other Financing                 (33)       (1)       (34)      (23)
                                      ---       ---      -----     -----
        Total FIO                     443       436      1,312     1,294
                                      ---       ---      -----     -----
         Consolidated net income     $615      $385     $2,607    $1,220
                                      ===       ===      =====     =====


     See footnotes on page 15.


                                     - 12 -


                           General Motors Corporation
                Supplementary Adjusted Segment Financial Results

                                     Third Quarter        Year to Date
                                    ---------------      --------------
                                    2002(1)    2001(1)   2002(1)   2001(1)
                                    ----       ----      ----      ----
     (dollars in millions)
     Income tax expense (benefit)
      GMNA                           $232      $179       $987      $387
      GME                             (63)     (112)      (110)     (212)
      GMLAAM                          (47)       (8)       (79)       21
      GMAP                             21       (12)        12         7
                                       --        --        ---       ---
        Total GMA                    $143       $47       $810      $203
                                      ===        ==        ===       ===

     Equity income (loss) and
      minority interests
      GMNA                             $8      $(17)       $10      $(50)
      GME                               5         1         34         8
      GMLAAM                          (12)       (3)       (19)      (19)
      GMAP                             88        39        169        15
                                       --        --         --        --
        Total GMA                     $89       $20       $194      $(46)
                                       ==        ==        ===        ==


     Effective income tax rate
      GMNA                           31.6%     27.9%      29.4%     25.4%
      GME                            25.4%     28.0%      19.5%     28.4%
      GMLAAM                         49.0%     72.7%      33.8%     29.6%
      GMAP                          233.3%   (133.3%)    (34.3%)    15.9%
      Total ACO                      29.0%     33.8%      29.0%     31.0%

     Net margins
      GMNA                            1.9%      1.7%       2.8%      1.4%
      GME                            (3.2%)    (5.6%)     (2.4%)    (3.0%)
      GMLAAM                         (5.3%)    (0.5%)     (4.6%)     0.7%
      GMAP                            6.6%      6.0%       3.6%      1.7%
      Total GMA                       1.0%      0.6%       1.7%      0.6%
      Hughes (4)(5)                  (3.7%)    (6.7%)     (5.9%)    (6.5%)
      Total ACO                       0.5%     (0.1%)      1.1%     (0.1%)
      GMAC                            7.0%      7.1%       6.8%      7.0%
      Consolidated net income         1.4%      0.9%       1.9%      0.9%



     See footnotes on page 15.







                                     - 13 -


                           General Motors Corporation
                              Operating Statistics

                                     Third Quarter        Year to Date
                                    --------------       --------------
                                    2002       2001      2002      2001
                                    ----       ----      ----      ----
     (units in thousands)
     Worldwide Wholesale Sales
      United States - Cars           482        513      1,555    1,572
      United States - Trucks         639        597      2,056    1,815
                                   -----      -----      -----    -----
        Total United States        1,121      1,110      3,611    3,387
      Canada, Mexico, and Other      152        146        581      483
                                   -----      -----      -----    -----
        Total GMNA                 1,273      1,256      4,192    3,870
      GME                            364        396      1,225    1,359
      GMLAAM                         162        154        476      500
      GMAP                           119        121        313      360
                                   -----      -----      -----    -----
        Total Worldwide            1,918      1,927      6,206    6,089
                                   =====      =====      =====    =====
     Vehicle Unit Deliveries
      Chevrolet - Cars               187        179        585      637
      Chevrolet - Trucks             485        432      1,431    1,321
      Pontiac                        132        138        401      419
      GMC                            151        123        415      392
      Buick                          135        119        324      301
      Oldsmobile                      38         53        123      189
      Saturn                          66         49        212      200
      Cadillac                        56         46        145      125
      Other                           21         14         48       40
                                   -----      -----      -----    -----
        Total United States        1,271      1,153      3,684    3,624
      Canada, Mexico, and Other      183        166        572      514
                                   -----      -----      -----    -----
        Total GMNA                 1,454      1,319      4,256    4,138
      GME                            387        418      1,267    1,421
      GMLAAM                         169        159        483      498
      GMAP                           171        137        449      387
                                   -----      -----      -----    -----
        Total Worldwide            2,181      2,033      6,455    6,444
                                   =====      =====      =====    =====
     Market Share
      United States - Cars          25.1%      26.6%      25.4%    27.2%
      United States - Trucks        30.6%      28.6%      30.6%    28.4%
        Total United States         28.0%      27.7%      28.1%    27.8%
      Total North America           27.6%      27.2%      27.8%    27.4%
      Total Europe                   8.6%       9.0%       8.7%     9.3%
      Latin America (6)             24.5%      22.3%      23.7%    22.1%
      Asia and Pacific               4.7%       4.2%       4.2%     3.9%
        Total Worldwide             15.2%      14.8%      14.8%    14.9%
     U.S. Retail/Fleet Mix
      % Fleet Sales - Cars          31.0%      29.3%      28.6%    28.9%
      % Fleet Sales - Trucks        10.9%      12.1%      11.6%    14.0%
        Total Vehicles              19.6%      20.2%      19.0%    21.3%
     Retail Lease as % of Retail Sales
      Total Smartlease
      and Smartbuy                   8.6%      12.5%
     Days Supply of Inventory
      at Sept. 30
      United States - Cars            75         63
      United States - Trucks          96         95
     Capacity Utilization
      U.S. and Canada
      (2 shift rated)               86.8%      84.5%      85.6%    78.4%

     GMNA Net Price                 (2.2)%     (2.1)%

     See footnotes on page 15.


                                     - 14 -


                           General Motors Corporation
                              Operating Statistics

                                     Third Quarter        Year to Date
                                    --------------       --------------
                                    2002       2001      2002      2001
                                    ----       ----      ----      ----

     GMAC's U.S. Cost of Borrowing  4.31%      5.04%

     Current Debt Spreads Over
      U.S. Treasuries
      2 Year                         340 bp     205 bp
      5 Year                         360 bp     230 bp
      10 Year                        380 bp     245 bp

     Worldwide Employment
      at Sept. 30 (in 000's)
      United States Hourly           120        126
      United States Salary            40         42
                                     ---        ---
        Total United States          160        168
      Canada, Mexico, and Other       33         33
                                     ---        ---
      GMNA                           193        201
      GME                             68         74
      GMLAAM                          23         24
      GMAP                            11         11
      Hughes                          12         11
      GMAC                            31         29
      Other                           12         13
                                     ---        ---
        Total                        350        363
                                     ===        ===

     Worldwide Payrolls ($Bil's)    $5.1       $4.9        $15.5     $15.0

     Footnotes:
     ---------
(1) Adjusted amounts for all periods represent the reported amounts
    excluding the effects of special items as detailed on pages 7 and 8.
(2) The reported total net sales and revenues totaled ($Mil's):  Q3 2002 -
    $43,578, Year-to-Date 2002 - $138,107, Q3 2001 -
    $42,475, and Year-to-Date 2001 $131,310.
(3) Represents total cash for Automotive, Communications Services, and
    Other Operations, excluding Hughes, which includes cash and marketable
    securities, as well as $3.0 billion invested in short-term fixed
    income securities of the Corporation's Voluntary Employees'
    Beneficiary Association Trust.
(4) The Q3 2001 and Year-to-Date 2001 amounts exclude the effects of
    purchase accounting adjustments related to General
    Motors' acquisition of Hughes in 1985.  This purchase
    accounting adjustment is not recorded in 2002 because
    the related goodwill is no longer being amortized
    effective January 1, 2002 in accordance with SFAS No.
    142, Goodwill and Other Intangible Assets.
(5) Excludes Hughes Series A Preferred Stock dividends paid to General
    Motors.
(6) Latin America excludes the Middle East and Africa.







                                     - 15 -


                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                      -------------        -------------
                                    2002      2001        2002       2001
                                    ----      ----        ----       ----
                                (dollars in millions except per share amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues      $43,578   $42,475      $138,107  $131,310
                                   ------    ------       -------   -------
Cost of sales and other expenses   36,774    34,946       113,517   106,757
Selling, general, and
  administrative expenses           6,173     5,926        17,944    17,171
Interest expense                    2,036     1,888         5,916     6,238
                                   ------    ------       -------   -------
  Total costs and expenses         44,983    42,760       137,377   130,166
                                   ------    ------       -------   -------
Income (loss) before income
  taxes and minority interests     (1,405)     (285)          730     1,144
Income tax expense                   (551)       76           137       588
Equity income/(loss) and
  minority interests                   50        (7)          123      (210)
                                      ---       ---           ---       ---
  Net income (loss)                  (804)     (368)          716       346
Dividends on preference stocks          -       (25)          (47)      (76)
                                      ---       ---           ---       ---
  Earnings attributable to
    common stocks                   $(804)    $(393)         $669      $270
                                      ===       ===           ===       ===

Basic earnings (losses) per
  share attributable to
  common stocks
Earnings per share attributable
  to $1-2/3 par value              $(1.42)   $(0.41)        $1.65     $1.18
                                     ====      ====          ====      ====
Earnings per share attributable
  to Class H                       $(0.01)   $(0.19)       $(0.28)   $(0.43)
                                     ====      ====          ====      ====

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
Earnings per share attributable
  to $1-2/3 par value              $(1.42)   $(0.41)        $1.63     $1.16
                                     ====      ====          ====      ====
Earnings per share attributable
  to Class H                       $(0.01)   $(0.19)       $(0.28)   $(0.43)
                                     ====      ====          ====      ====








                                     - 16 -



                  CONSOLIDATED STATEMENTS OF INCOME - concluded
                                   (Unaudited)


                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                      -------------        -------------
                                    2002      2001        2002       2001
                                    ----      ----        ----       ----
                                           (dollars in millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES,
AND OTHER OPERATIONS

Total net sales and revenues      $36,657   $36,297      $118,148  $112,192
                                   ------    ------       -------   -------
Cost of sales and other expenses   34,868    32,861       107,540   100,537
Selling, general, and
  administrative expenses           3,645     4,107        11,153    11,837
  Total costs and expenses         38,513    36,968       118,693   112,374
                                   ------    ------       -------   -------
Interest expense                      242       216           706       529
Net expense from transactions with
  Financing and Insurance Operations   72        97           208       315
                                    -----      ----         -----    ------
Income (loss) before income taxes
  and minority interests           (2,170)     (984)       (1,459)   (1,026)
Income tax expense (benefit)         (835)     (181)         (684)    (194)
Equity income/(loss) and
  minority interests                   88        (1)          179      (150)
                                    -----       ---           ---      ----
   Net (loss) - Automotive,
    Communications Services,
    and Other Operations          $(1,247)    $(804)        $(596)    $(982)
                                    =====       ===           ===       ===


FINANCING AND INSURANCE OPERATIONS

Total revenues                     $6,921    $6,178       $19,959   $19,118
                                    -----     -----        ------    ------

Interest expense                    1,794     1,672         5,210     5,709
Depreciation and amortization
  expense                           1,395     1,477         4,109     4,429
Operating and other expenses        2,267     1,854         6,231     5,420
Provision for financing and
  insurance losses                    772       573         2,428     1,705
                                    -----     -----        ------    ------
  Total costs and expenses          6,228     5,576        17,978    17,263
                                    -----     -----        ------    ------
Net income from transactions
  with Automotive,
  Communications Services,
  and Other Operations                (72)      (97)         (208)     (315)
                                      ---       ---           ---      ----
Income before income taxes and
  minority interests                  765       699         2,189     2,170
Income tax expense                    284       257           821       782
Equity income/(loss) and
 minority interests                   (38)       (6)          (56)      (60)
                                      ---       ---         -----      ----
  Net income - Financing and
    Insurance Operations             $443      $436        $1,312    $1,328
                                      ===       ===         =====     =====

















                                     - 17 -


                           CONSOLIDATED BALANCE SHEETS

                                              Sept. 30,               Sept. 30,
                                                 2002     Dec. 31,      2001
GENERAL MOTORS CORPORATION AND SUBSIDIARIES  (Unaudited)   2001     (Unaudited)
                                              ---------    ----      ---------
                                                   (dollars in millions)
                 ASSETS

Automotive, Communications Services,
 and Other Operations
Cash and cash equivalents                     $14,670     $8,432       $7,899
Marketable securities                           1,360        790          829
                                              -------     ------     --------
  Total cash and marketable securities         16,030      9,222        8,728
Accounts and notes receivable
  (less allowances)                             5,649      5,406        6,200
Inventories (less allowances)                  10,673     10,034       10,508
Equipment on operating leases
  (less accumulated depreciation)               4,524      4,524        4,974
Deferred income taxes and other current assets  9,061      7,877        8,751
                                              -------    -------      -------
  Total current assets                         45,937     37,063       39,161
Equity in net assets of nonconsolidated
  associates                                    5,045      4,950        4,913
Property - net                                 35,071     34,908       34,555
Intangible assets - net                        13,796     13,721        7,675
Deferred income taxes                          22,884     22,294       15,930
Other assets                                   14,610     17,274       30,984
                                              -------    -------     --------
  Total Automotive, Communications Services,
    and Other Operations assets               137,343    130,210      133,218
Financing and Insurance Operations
Cash and cash equivalents                       7,338     10,123       10,530
Investments in securities                      12,828     10,669        9,598
Finance receivables - net                     107,808     99,813       90,190
Investment in leases and other receivables     35,964     34,618       36,441
Other assets                                   46,395     36,979       33,624
Net receivable from Automotive, Communications
  Services, and Other Operations                  529      1,557        1,243
                                              -------    -------      -------
  Total Financing and Insurance
    Operations assets                         210,862    193,759      181,626
                                              -------    -------      -------
Total assets                                 $348,205   $323,969     $314,844
                                              =======    =======      =======


               LIABILITIES AND STOCKHOLDERS' EQUITY

Automotive, Communications Services,
  and Other Operations
Accounts payable (principally trade)          $19,851    $18,297      $19,335
Loans payable                                   1,472      2,402        1,744
Accrued expenses                               36,817     34,090       35,417
Net payable to Financing and Insurance
  Operations                                      529      1,557        1,243
                                               ------     ------      -------
  Total current liabilities                    58,669     56,346       57,739
Long-term debt                                 16,794     10,726        9,320
Postretirement benefits other than pensions    34,138     34,515       34,276
Pensions                                        9,742     10,790        3,443
Other liabilities and deferred income taxes    15,764     13,794       14,183
                                              -------    -------      -------
  Total Automotive, Communications Services,
    and Other Operations liabilities          135,107    126,171      118,961
Financing and Insurance Operations
Accounts payable                                8,558      7,900        6,936
Debt                                          168,265    153,186      144,846
Other liabilities and deferred income taxes    16,326     16,259       14,577
                                              -------    -------      -------
  Total Financing and Insurance
    Operations liabilities                    193,149    177,345      166,359
                                              -------    -------      -------
    Total liabilities                         328,256    303,516      285,320
Minority interests                                817        746          700
Stockholders' equity
$1-2/3 par value common stock
  (issued, 561,337,257; 559,044,427;
  and 554,439,259 shares)                         936        932          924
Class H common stock (issued,
  958,110,735; 877,505,382; and
  877,032,955 shares)                              96         88           88
Capital surplus (principally
  additional paid-in capital)                  21,561     21,519       21,330
Retained earnings                               9,291      9,463        9,565
                                               ------     ------       ------
    Subtotal                                   31,884     32,002       31,907
Accumulated foreign currency
  translation adjustments                      (3,009)    (2,919)      (2,825)
Net unrealized loss on derivatives               (286)      (307)        (392)
Net unrealized gains on securities                141        512          179
Minimum pension liability adjustment           (9,598)    (9,581)         (45)
                                               ------     ------       ------
    Accumulated other comprehensive loss      (12,752)   (12,295)      (3,083)
                                               ------     ------       ------
      Total stockholders' equity               19,132     19,707       28,824
                                              -------    -------      -------
Total liabilities and stockholders' equity   $348,205   $323,969     $314,844
                                              =======    =======      =======


                                     - 18 -


<PAGE>

<TABLE>


                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>


                                                      Nine Months Ended September 30,
                                                      -------------------------------
                                                     2002                         2001
                                          -------------------------     -------------------------
                                          Automotive,     Financing     Automotive,     Financing
                                          Comm.Serv.         and        Comm.Serv.         and
                                          and Other       Insurance     and Other       Insurance
                                          ---------       ---------     ---------       ---------
                                                     (dollars in millions)
<S>                                          <C>            <C>           <C>               <C>
Net cash provided by (used in)
  operating activities                       $7,931         $7,706        $5,509            $902

Cash flows from investing activities
Expenditures for property                    (4,920)           (70)       (6,287)            (53)
Investments in marketable securities
  - acquisitions                             (1,391)       (34,002)         (840)        (25,071)
Investments in marketable securities
  - liquidations                                821         31,889         1,172          25,205
Mortgage loans held for investment - net          -         (8,812)            -             501
Mortgage servicing rights - acquisitions          -            206             -            (884)
Mortgage servicing rights - liquidations          -              1             -              17
Finance receivables - acquisitions                -       (181,246)            -        (166,597)
Finance receivables - liquidations                -         87,051             -         103,919
Proceeds from sales of finance receivables        -         85,684             -          63,798
Operating leases - acquisitions              (4,215)       (13,200)       (4,480)        (10,586)
Operating leases - liquidations               4,017         11,105         4,783           9,239
Investments in companies, net of
  cash acquired                                (156)          (150)         (679)           (446)
Other                                           672           (169)         (146)           (391)
                                              -----         ------         -----           -----
Net cash used in investing activities        (5,172)       (21,713)       (6,477)         (1,349)
                                              -----         ------         -----           -----

Cash flows from financing activities
Net (decrease) increase in loans payable       (930)         8,437          (464)        (19,885)
Long-term debt - borrowings                   9,697         19,582         4,533          42,791
Long-term debt - repayments                  (3,731)       (17,826)       (2,673)        (13,817)
Repurchases of common and preference stocks     (97)             -          (264)              -
Proceeds from issuing common stocks              64              -            91               -
Proceeds from sales of treasury stocks           19              -           222               -
Cash dividends paid to stockholders            (887)             -          (900)              -
                                              -----         ------           ---           -----
Net cash provided by financing activities     4,135         10,193           545           9,089
                                              -----         ------           ---           -----

Effect of exchange rate
  changes on cash and
  cash equivalents                              372              1           (69)             (5)
Net transactions with Automotive/
  Financing Operations                       (1,028)         1,028          (728)            728
                                              -----          -----         -----             ---
Net (decrease) increase in cash
  and cash equivalents                        6,238         (2,785)       (1,220)          9,365
Cash and cash equivalents at
  beginning of the period                     8,432         10,123         9,119           1,165
                                             ------         ------         -----         -------
Cash and cash equivalents at
  end of the period                         $14,670         $7,338        $7,899         $10,530
                                             ======          =====         =====          ======

</TABLE>





                                    - 19 -



      HUGHES THIRD QUARTER 2002 RESULTS DRIVEN BY CONTINUED STRONG DIRECTV
                           U.S. FINANCIAL PERFORMANCE

           DIRECTV U.S. Revenues Increase 19% to 1,616 Million; EBITDA
                    Increases Nearly Ten Fold to $196 Million

     El Segundo,  Calif., October 14, 2002 - Hughes Electronics  Corporation,  a
world-leading provider of digital television entertainment,  broadband services,
satellite-based   private   business   networks,   and  global  video  and  data
broadcasting,  today  reported  third  quarter 2002 revenues  increased  5.3% to
$2,214.2  million,  compared with $2,103.3 million in the third quarter of 2001.
EBITDA1 for the quarter  increased to $243.5 million compared with $76.5 million
in the third  quarter  of last year.  EBITDA  margin1  was 11.0% in the  quarter
compared  with an EBITDA  margin of 3.6% last year.  Included  in the 2001 third
quarter  results were one time charges  primarily  related to severance of $65.3
million.  Excluding  these charges,  EBITDA was $141.8 million and EBITDA margin
was 6.7%.  The  operating  loss for the third  quarter of 2002 was $23.0 million
compared with an operating  loss  (excluding  the  severance  charges) of $138.4
million in the third quarter of 2001.

     "The  increases in HUGHES'  third  quarter  revenues and EBITDA were driven
mainly by superior  operating  performance  at DIRECTV U.S.," said Jack A. Shaw,
HUGHES' president and chief executive officer.  "Over the past few quarters,  we
have  implemented  several  changes  at the  DIRECTV  U.S.  business  that  were
specifically designed to maximize subscriber returns and cash flow. For example,
we have reduced our  distribution  costs while improving  subscriber  activation
rates,  changed the pricing on our  programming  packages to create better value
for customers and improve our margins,  and we continue to vigorously attack the
pirates who are illegally  receiving our service.  As a result of these changes,
we believe that we are attaining higher quality customers and achieving a better
return on our  subscriber  investment-albeit  sometimes at the expense of faster
subscriber  growth.  Considering  the 19%  increase  in DIRECTV  U.S.  quarterly
revenues and a nearly ten-fold increase in EBITDA compared with last year, it is
clear that these changes are generating the desired results."

     Shaw  continued,  "In the third  quarter,  DIRECTV  U.S added  206,000  net
subscribers  compared  with our  original  estimate for the quarter of 250,000 -
300,000  subscribers.  This shortfall was due to increased  churn resulting from
our decision to aggressively  fight signal piracy by replacing  customers' older
generation  conditional  access  cards as well as slightly  lower than  expected
sales through our national  distribution  network. At the same time,  consistent
with our goal to maximize  profitability,  third quarter  DIRECTV U.S. EBITDA of
$196 million was 31% higher than our original guidance."

     Regarding the pending merger with EchoStar Communications,  Shaw added, "We
are disappointed that the Federal  Communications  Commission has designated the
matter for administrative  hearing. We will continue to work aggressively within
the context of the FCC and Department of Justice  processes to achieve  approval
of the merger."

                                     - 20 -


  For the full year, HUGHES is reducing its consolidated  revenue forecast to
a range of $8.9  billion to $9.0  billion  from a prior range of $9.0 billion to
$9.2 billion and is updating its EBITDA guidance to  approximately  $750 million
from a range of $750 million to $850 million.  The benefits from the increase in
DIRECTV U.S.' full year revenue and EBITDA guidance due to its continued  strong
performance  is more than offset by the negative  effects  from the  devaluation
impact on DIRECTV  Latin America and the slumping  telecommunications  market on
HNS.   HUGHES  is  also  improving  its  guidance  for  cash   requirements   to
approximately  $700 million from a prior range of $1.2 billion to $1.4  billion.
The  improvement  is  mostly  due to the cash  provided  from the sale of equity
investments as well as ongoing efforts to conserve cash. Please see the table at
the  end of this  press  release  for a  complete  listing  of  HUGHES'  current
guidance.

     The  improvements in DIRECTV U.S.  revenues and EBITDA in the third quarter
were partially offset by the further  devaluation of several foreign  currencies
which has negatively impacted the DIRECTV business in Latin America, the absence
of  sales-type  lease  contracts  at  PanAmSat  and lower  sales in the  Carrier
businesses of Hughes Network Systems (HNS).

     In the third quarter of 2002,  HUGHES  reported an operating  loss of $23.0
million  compared with an operating loss of $203.7  million in 2001.  This lower
operating loss was due to the higher EBITDA and the elimination of approximately
$70 million of amortization  expense for goodwill and intangible  assets in 2002
in  accordance  with  Statement of  Financial  Accounting  Standards  Number 142
"Goodwill and Other Intangible  Assets" (SFAS 142). These changes were partially
offset by higher depreciation expense,  mostly at DIRECTV U.S. due to the launch
of two new satellites and additional infrastructure expenditures made during the
last year.

     HUGHES had a third quarter 2002 net loss of $13.6 million compared to a net
loss of $227.2  million in the same  period of 2001.  In  addition  to the lower
operating  loss,  also  impacting the results in the third quarter of 2002 was a
pre-tax gain of $158 million  resulting  from the sale of 8.8 million  shares of
Thomson  Multimedia  common  stock,  a $32  million  write-down  of  two  equity
investments,  a pre-tax loss of $25 million  related to the sale of SkyPerfecTV!
common stock and increased net interest expense. The third quarter 2001 net loss
included  a pre-tax  charge  of $212  million  from the  write-down  of  HUGHES'
SkyPerfecTV!  investment,  a pre-tax gain of $108 million that resulted from the
sale of 4.1 million shares of Thomson  Multimedia  common stock, and a favorable
adjustment  to the expected  costs  associated  with the shutdown of the DIRECTV
Japan business.


                                     - 21 -


                           NINE-MONTH FINANCIAL REVIEW

     For the first nine  months of 2002,  revenues  increased  8.0% to  $6,462.1
million  compared  to $5,981.4  million in the first nine  months of 2001.  This
increase  was  primarily  due to continued  subscriber  growth at DIRECTV in the
United States partially  offset by lower sales in the Carrier  businesses of HNS
and the absence of sales-type lease contracts at PanAmSat.

     EBITDA  through  September of 2002 was $500.8 million and EBITDA margin was
7.7%,  compared  to EBITDA of $271.7  million  and EBITDA  margin of 4.5% in the
first nine  months of 2001.  The 84.3%  increase  in EBITDA and the  increase in
EBITDA margin were primarily attributable to additional gross profit gained from
the DIRECTV U.S.  revenue growth and lower subscriber  acquisition  costs, a $95
million one-time gain based on the favorable resolution of litigation related to
the National Aeronautics and Space Administration's (NASA) breach of contract to
launch ten HUGHES'  satellites,  and the $65 million charge primarily related to
severance  recorded in 2001.  These  improvements  were partially  offset by the
devaluation of several foreign currencies and the costs associated with the 2002
World Cup in the DIRECTV Latin America business, and a one-time EBITDA charge of
$48  million  related  to  losses  associated  with the  final  settlement  of a
contractual dispute with General Electric Capital Corporation (GECC).


     HUGHES' operating loss for the first nine months of 2002 was $289.3 million
compared  with an operating  loss of $579.2  million in the same period of 2001.
The lower loss was due to the higher EBITDA and the elimination of approximately
$204 million of amortization  expense for goodwill and intangible assets in 2002
in  accordance  with SFAS 142.  These  changes were  partially  offset by higher
depreciation  expense,  particularly at DIRECTV U.S. due to the recent launch of
two new satellites and additional  infrastructure  expenditures  made during the
last year.

     For the first  nine  months of 2002,  net  losses  totaled  $325.1  million
compared to net losses of $489.0  million in the same period of 2001.  The lower
net loss was  principally  due to the lower  operating  loss,  the write-down of
HUGHES' SkyPerfecTV!  investment in 2001, the larger pre-tax gain on the sale of
HUGHES'  Thomson  Multimedia  common  stock in 2002  compared  to  2001,  and an
improved  effective  tax rate due to the  favorable  resolution  of certain  tax
contingencies.  These  improvements  were partially offset by an increase in net
interest  expense  including  a  charge  of $74  million  related  to  the  GECC
settlement in 2002 and the  discontinuation of the minority interest  adjustment
related to DIRECTV Latin America.

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2002

                            Direct-To-Home Broadcast

     Third  quarter 2002  revenues for the segment  increased  13.3% to $1,781.0
million  from  $1,572.6  million in the third  quarter of 2001.  The segment had
EBITDA of $139.4 million  compared with negative  EBITDA of $74.2 million in the
third quarter of 2001.  Operating loss was $29.6 million in the third quarter of
2002 compared with an operating  loss of $245.4  million in the same period last
year.

     United    States:    Excluding    subscribers   in   the   National   Rural
Telecommunications Cooperative (NRTC) territories,  DIRECTV's owned and operated
gross subscriber  additions in the quarter were 682,000 and after accounting for
churn,  DIRECTV  added  206,000  net  subscribers.  DIRECTV  owned and  operated
subscribers  totaled 9.20 million as of  September  30, 2002,  14% more than the
8.05 million cumulative  subscribers  attained as of September 30, 2001. For the
third quarter of 2002, the total number of subscribers in NRTC  territories fell
by 31,000,  reducing the total number of NRTC  subscribers  as of September  30,
2002, to 1.72 million.  As a result, the DIRECTV platform ended the quarter with
10.92 million total subscribers.

     DIRECTV reported quarterly  revenues of $1,616 million,  an increase of 19%
from last year's third quarter revenues of $1,363 million.  The increase was due
to continued subscriber growth and higher monthly revenue per subscriber.


                                     - 22 -


    EBITDA for the third  quarter  of 2002 was $196  million.  Excluding  a $48
million  one-time  charge  primarily  related to  severance,  EBITDA in the same
period of 2001 was $20 million.  The  increased  EBITDA was primarily due to the
additional gross profit gained from DIRECTV's  increased revenue,  lower general
and administrative  expenses and lower subscriber  acquisition costs.  Operating
profit  in the  current  quarter  increased  to $94  million  compared  with  an
operating  loss,  excluding  the  severance  charge,  of  $93  million  in  2001
principally  due to the  improved  EBITDA and  reduced  amortization  expense in
accordance  with SFAS  142.  These  increases  were  partially  offset by higher
depreciation  expense,  mostly related to the launch of the DIRECTV 4S satellite
in December 2001 and DIRECTV 5 in May 2002, as well as additional infrastructure
expenditures made during the last year.

     Please refer to the "Selected DIRECTV U.S. Financial Highlights" attachment
for  additional   information  on  DIRECTV's  subscribers  and  other  important
financial metrics.

     DIRECTV DSL: In the third  quarter of 2002,  the DIRECTV DSL service  added
approximately  18,000 net customers.  As of September 30, 2002,  DIRECTV DSL had
about 151,000 residential broadband customers in the United States compared with
about 73,000  customers as of September  30, 2001,  representing  an increase of
approximately 107%.

     The  DIRECTV DSL service  had third  quarter  2002  revenues of $20 million
compared with $9 million reported in the third quarter of 2001. The increase was
driven by the larger  subscriber  base and an  increase  in monthly  revenue per
subscriber.

     DIRECTV DSL had negative EBITDA of $27 million in the quarter compared with
negative  EBITDA of $33 million in the same period last year.  This  improvement
was driven by the additional gross profit gained from the revenue growth as well
as improved operational efficiencies.  DIRECTV DSL's operating loss in the third
quarter of 2002 decreased to $40 million  compared with an operating loss of $44
million in 2001 primarily due to the improved EBITDA.

     Latin America:  Due to extremely  difficult economic  conditions in several
countries  throughout  the region,  the DIRECTV  service in Latin  America  lost
65,000 net  subscribers  in the third  quarter of 2002.  As a result,  the total
number  of  subscribers  in  Latin  America  as of the  end of the  quarter  was
approximately 1,604,000 compared with about 1,497,000 as of September 30, 2001.

     Revenues  for  DIRECTV  Latin  America  were $146  million  for the quarter
compared with $201 million in the third  quarter of 2001.  This decrease was due
to the devaluation of several foreign currencies,  the most significant of which
was in Argentina.

     DIRECTV  Latin  America had negative  EBITDA of $29 million in the quarter.
Excluding a $10 million one-time charge primarily  related to severance,  EBITDA
in the same period of 2001 was  negative $7 million.  The decrease in EBITDA was
primarily due to the  devaluation of several  foreign  currencies in the region.
DIRECTV Latin  America's  operating loss increased to $84 million in the quarter
from an operating loss,  excluding the severance  charge,  of $53 million in the
same period of 2001. The increased loss was due to the increased negative EBITDA
and  higher  depreciation  expense  associated  with  additional  infrastructure
expenditures partially offset by reduced amortization expense in accordance with
SFAS 142.

                                     - 23 -


                               Satellite Services

     PanAmSat,  which is  81%-owned  by HUGHES,  generated  third  quarter  2002
revenues of $199.1  million  compared with $252.9  million in the same period of
the prior year.  EBITDA for the quarter was $145.4 million and EBITDA margin was
73.0%.  Excluding an approximately $7 million one-time charge primarily  related
to severance,  EBITDA in the third quarter of 2001 was $173.1 million and EBITDA
margin was 68.5%. The decrease in revenues and EBITDA was primarily due to a $46
million  sales-type lease recorded in the third quarter of 2001. The increase in
EBITDA margin was primarily due to the company's continued focus on reducing its
operating  costs.  Operating  profit for the quarter was $66.4 million  compared
with operating  profit,  excluding the severance charge, of $69.0 million in the
third  quarter of 2001.  The decline  was  primarily  due to the reduced  EBITDA
mostly  offset by lower  amortization  expense in  accordance  with SFAS 142 and
lower depreciation expense.

     As of September 30, 2002,  PanAmSat had  contracts  for satellite  services
representing  future  payments  (backlog)  of over  $5.50  billion  compared  to
approximately $5.55 billion at the end of the second quarter of 2002.


                                 Network Systems

     Hughes  Network  Systems  (HNS)  generated  third  quarter 2002 revenues of
$300.2  million  compared with $339.7  million in the third quarter of 2001. The
decline was due to lower sales in the Carrier  businesses  primarily  related to
the  substantial  completion  of the XM  Satellite  Radio and Thuraya  Satellite
Telecommunications Company contracts partially offset by higher DIRECTV receiver
shipments.  HNS shipped 737,000 DIRECTV receiver systems in the third quarter of
2002 compared to 500,000 units in the same period last year.

     Additionally,  HNS added approximately  15,000 net DIRECWAY residential and
small  office/home  office  (SOHO)  broadband  customers in the  quarter.  As of
September 30, 2002,  DIRECWAY had  approximately  138,000  residential  and SOHO
subscribers in North America compared to 87,000 one year ago, a 59% increase.

     Excluding  one-time  adjustments  of $9 million for severance  costs and an
inventory  provision,  HNS  reported  negative  EBITDA of $16.5  million  in the
quarter  compared to negative  EBITDA of $22.6  million in the third  quarter of
2001.  Improved  margins in the Satellite  Broadband and Set-Top Box  businesses
were partially  offset by the lower EBITDA  associated with the decline in sales
in the Carrier  businesses.  HNS' operating  loss of $36.5  million,  before the
one-time  adjustments,  was slightly  higher than the prior year's loss of $35.1
million.  The  change  in  operating  loss  was  attributable  to the  increased
depreciation and amortization expense associated with additional  infrastructure
expenditures, partially offset by the improved EBITDA.

                                  BALANCE SHEET

     From  December 31, 2001 to September 30, 2002,  the company's  consolidated
cash balance increased $163.1 million to $863.2 million and total debt increased
$728.7 million to $3,376.0 million. The major uses of cash were $1,030.7 million
for satellite and capital expenditures,  the payment of $180 million to GECC and
the final  purchase  price  adjustment  payment of $134  million to the Raytheon
Company.  Additionally,  in the first nine months of 2002 were  receipts of $215
million from an  insurance  claim on the PAS-7  satellite,  $211 million for the
sale of Thomson  Multimedia  common stock and $95 million from the resolution of
the breach of contract lawsuit with NASA.

     Hughes Electronics Corporation is a unit of General Motors Corporation. The
earnings of Hughes  Electronics are used to calculate the earnings  attributable
to the General Motors Class H common stock (NYSE:GMH).

     A live  webcast  of  HUGHES'  third  quarter  2002  earnings  call  will be
available on the  company's  website at  www.hughes.com.  The call will begin at
2:00 p.m.  ET,  today.  The dial in number for the call is (913)  981-5572.  The
webcast will be archived on the Investor Relations portion of the HUGHES website
and a replay will be  available  (dial in number:  719-457-0820,  code:  278463)
beginning at 2:00 p.m. ET on Wednesday, October 16.


                                     - 24 -


                            Hughes Financial Guidance
--------------------------------------------------------------------------------
                            Fourth Quarter    Prior Full Year    Revised Full
                                 2002              2002            Year 2002
--------------------------------------------------------------------------------
HUGHES
--------------------------------------------------------------------------------
   Revenues                  $2.4 - $2.5B       $9.0 - 9.2B       $8.9 - 9.0B
--------------------------------------------------------------------------------
   EBITDA                    $225 - $275M       $750 - 850M         ~$750M
--------------------------------------------------------------------------------
   Cash Requirements            ~$300M          $1.2 - 1.4B         ~$700M

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

DIRECTV U.S.
--------------------------------------------------------------------------------
   Revenues                    ~$1.75B            ~$6.3B            ~$6.38B
--------------------------------------------------------------------------------
   EBITDA                       ~$150M         $525 - 545M#         ~$580M#
--------------------------------------------------------------------------------
   Net Subscriber Adds       250 - 300K##         ~1.2M##        1.0 - 1.05M##
--------------------------------------------------------------------------------

DIRECTV DSL
--------------------------------------------------------------------------------
   Revenues                    $20 -25M            ~$75M           No Change
--------------------------------------------------------------------------------
   EBITDA                      ~$(30)M        $(110) - (120)M      No Change
--------------------------------------------------------------------------------
   Net Subscriber Adds         10 - 25K          70 - 85K          No Change
--------------------------------------------------------------------------------

DIRECTV Latin America
--------------------------------------------------------------------------------
   Revenues                  $130 - 160M         $745-765M        $670 - 700M
--------------------------------------------------------------------------------
   EBITDA                    $(10) - 10M      $(135) - (155)M   $(180) - (200)M
--------------------------------------------------------------------------------
   Net Subscriber Adds            ~0            120 - 140K            ~0
--------------------------------------------------------------------------------

Hughes Network Systems
--------------------------------------------------------------------------------
   Revenues                     ~$400M            ~$1.3B            ~$1.2B
--------------------------------------------------------------------------------
   EBITDA                     $(5) - 5M        $(50) - (75)M     $(85) - (95)M
--------------------------------------------------------------------------------
   DIRECWAY Net Sub Adds         ~35K              ~100K             ~75K
--------------------------------------------------------------------------------

PanAmSat
--------------------------------------------------------------------------------
   Revenues                  $190 - 200M        $790 - 825M       $805 - 815M
--------------------------------------------------------------------------------
   New Outright Sales            None                              No Change
     and Sales-                                     None
     Type Leases
--------------------------------------------------------------------------------
   EBITDA Margin                 ~72%          70% or higher     72% or higher
--------------------------------------------------------------------------------
   EBITDA                    $135 - 150M        $570 - 590M       $580 - 595M
--------------------------------------------------------------------------------
#   Excludes $56 million EBITDA charge for loss related to GECC lawsuit
##  Excludes subscribers in NRTC territories

(1) 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.  EBITDA is not
presented  as an  alternative  measure  of  operating  results or cash flow from
operations,  as determined in accordance  with accounting  principles  generally
accepted  in the United  States of  America.  EBITDA  does not reflect the funds
available  for  investment  in  the  business  of  HUGHES,  dividends  or  other
discretionary  uses.  EBITDA  as  presented  herein  may  not be  comparable  to
similarly titled measures reported by other companies.



                                       ###

                                     - 25 -

<TABLE>

   Selected DIRECTV U.S. Financial Highlights
<CAPTION>
   ------------------------------------------------------------------------------------------
                                                            Quarters Ended
                                          ---------------------------------------------------
                                             9/30/01  12/31/01  3/31/02   6/30/02   9/30/02
   DIRECTV U.S. Key Performance Metrics
   ------------------------------------------------------------------------------------------
<S>                                          <C>       <C>      <C>       <C>       <C>
     Average Revenue per User (ARPU),$(1)    $57.30    $61.35   $56.70    $58.10    $59.20
   ------------------------------------------------------------------------------------------
     Subscriber Acquisition Cost (SAC)$(2)     $560      $565     $525      $530      $535
   ------------------------------------------------------------------------------------------
     Churn, %  (3)                              1.9%      1.7%     1.6%      1.7%      1.7%
   ------------------------------------------------------------------------------------------
     Pre-Marketing Cash Flow (PMCF), %           40%       38%      39%       40%       41%
   ------------------------------------------------------------------------------------------

   Subscriber Detail (in millions)
   ----------------------------------
     DIRECTV - Owned & Operated
   ----------------------------------------------=-------------------------------------------
       Residential                             7.55      7.88     8.27      8.46      8.68
   ------------------------------------------------------------------------------------------
       Commercial                              0.31      0.33     0.34      0.37      0.38
   ------------------------------------------------------------------------------------------
       Suspended                               0.19      0.23     0.18      0.16      0.14
   ------------------------------------------------------------------------------------------
         Total DIRECTV - Owned & Operated (4)  8.05      8.44     8.79      8.99      9.20
   ------------------------------------------------------------------------------------------
     NRTC, Total  (5)                          1.87      1.89     1.75      1.75      1.72
   ------------------------------------------------------------------------------------------
           Grand Total                         9.92     10.33    10.54     10.74     10.92
   ------------------------------------------================================================
</TABLE>

     (1)  Total revenue divided by average period-end total DIRECTV Owned &
          Operated customers
     (2)  Sales and marketing acquisition costs divided by DIRECTV Owned &
          Operated customer gross adds in the period; includes advanced and
          leased set-top boxes
     (3)  Net customer disconnects divided by average period-end DIRECTV Owned
          and Operated customers
     (4)  Excludes pending customers to reflect policy change effective 1/1/02
     (5)  Reflects DIRECTV billing system data except Q1 and Q2 2002 which also
          reflect Pegasus Communicatons Corp. policy change and adjustments
          reported in Pegasus' Form 10Q filings
   -----------------------------------------------------------------------------

                                     - 26 -

<TABLE>

CONSOLIDATED STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)
<CAPTION>
                                                                           Nine Months
                                                      Third Quarter    Ended September 30,
                                                    ------------------ ------------------
                                                      2002     2001      2002     2001
---------------------------------------------------------------------- ------------------
Revenues
<S>                                                 <C>       <C>      <C>       <C>
Direct broadcast, leasing and other services        $1,972.3  $1,830.9 $5,834.3  $5,267.7
Product sales                                          241.9     272.4    627.8     713.7
-----------------------------------------------------------------------------------------
Total Revenues                                       2,214.2   2,103.3  6,462.1   5,981.4
-----------------------------------------------------------------------------------------
Operating Costs and Expenses,
    Exclusive of Depreciation and
    Amortization Expense Shown Below
Broadcast programming and other costs                  957.2     830.1  2,939.3   2,355.4
Cost of products sold                                  209.5     246.7    567.2     590.4
Selling, general and administrative expenses           804.0     950.0  2,454.8   2,763.9
Depreciation and amortization                          266.5     280.2    790.1     850.9
-----------------------------------------------------------------------------------------
Total Operating Costs and Expenses                   2,237.2   2,307.0  6,751.4   6,560.6
-----------------------------------------------------------------------------------------

Operating Loss                                         (23.0)   (203.7)  (289.3)   (579.2)

Interest income                                          5.4       9.4     17.1      52.2
Interest expense                                       (76.4)    (40.6)  (275.1)   (134.0)
Other, net                                              78.7     (86.3)    46.0     (90.0)
-----------------------------------------------------------------------------------------
Loss Before Income Taxes, Minority Interests and
      Cumulative Effect of Accounting Change           (15.3)   (321.2)  (501.3)   (751.0)

Income tax benefit                                       5.8      93.1    190.5     217.8
Minority interests in net (earnings) losses
  of subsidiar                                          (4.1)      0.9    (14.3)     51.6
-----------------------------------------------------------------------------------------

Loss before cumulative effect of accounting change     (13.6)   (227.2)  (325.1)   (481.6)
Cumulative effect of accounting change, net of taxes       -         -        -      (7.4)
-----------------------------------------------------------------------------------------

Net Loss                                               (13.6)   (227.2)  (325.1)   (489.0)

Adjustment to exclude the effect of
  GM purchase accounting                                   -       0.9        -       2.5
-----------------------------------------------------------------------------------------

Loss excluding the effect of GM purchase accounting    (13.6)   (226.3)  (325.1)   (486.5)

Preferred stock dividends                                  -     (24.1)   (46.9)    (72.3)
-----------------------------------------------------------------------------------------

Loss Used for Computation of
      Available Separate Consolidated
      Net Income (Loss)                               $(13.6)  $(250.4) $(372.0)  $(558.8)
=========================================================================================

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
      Common Stock outstanding (in millions)
      (Numerator)                                      958.1     876.8    906.6     876.0
Average Class H dividend base (in millions)
      (Denominator)                                  1,381.7   1,300.5  1,330.2   1,299.7
Available Separate Consolidated Net Income (Loss)      $(9.4)  $(168.8) $(253.5)  $(376.6)
=========================================================================================

</TABLE>


                                     - 27 -



 CONSOLIDATED BALANCE SHEETS
 (Dollars in Millions)                            September 30,
                                                      2002         December 31,
 ASSETS                                           (Unaudited)          2001
 ------------------------------------------------------------------------------
 Current Assets
 Cash and cash equivalents                               $863.2         $700.1
 Accounts and notes receivable                          1,068.8        1,090.5
 Contracts in process                                     142.8          153.1
 Inventories                                              272.6          360.1
 Deferred income taxes                                    143.6          118.9
 Prepaid expenses and other                               955.7          918.4
 ------------------------------------------------------------------------------

 Total Current Assets                                   3,446.7        3,341.1
 Satellites, net                                        4,940.2        4,806.6
 Property, net                                          2,138.6        2,197.8
 Goodwill, net                                          6,715.3        6,496.6
 Intangible Assets, net                                   445.9          660.2
 Net Investment in Sales-type Leases                      167.8          227.0
 Investments and Other Assets                             910.2        1,480.8
 ------------------------------------------------------------------------------

 Total Assets                                         $18,764.7      $19,210.1
 ==============================================================================

 LIABILITIES AND STOCKHOLDER'S EQUITY
 ------------------------------------------------------------------------------
 Current Liabilities
 Accounts payable                                      $1,143.9       $1,227.5
 Deferred revenues                                        190.4          178.5
 Short-term borrowings and current portion of             985.4        1,658.5
 long-term debt
 Accrued liabilities and other                          1,230.9        1,342.0
 ------------------------------------------------------------------------------

 Total Current Liabilities                              3,550.6        4,406.5
 Long-Term Debt                                         2,390.6          988.8
 Other Liabilities and Deferred Credits                 1,250.2        1,465.1
 Deferred Income Taxes                                    560.5          746.5
 Commitments and Contingencies
 Minority Interests                                       547.6          531.3
 Stockholder's Equity                                  10,465.2       11,071.9
 ------------------------------------------------------------------------------

 Total Liabilities and Stockholder's Equity           $18,764.7      $19,210.1
 ==============================================================================

 Holders of GM Class H common stock have no direct rights in the equity or
 assets of Hughes, but rather have rights in the equity and assets of General
 Motors (which includes 100% of the stock of Hughes).


                                     - 28 -

<TABLE>


 SELECTED SEGMENT DATA
 (Dollars in Millions)
 (Unaudited)
<CAPTION>
                                                                      Nine Months
                                         Third Quarter            Ended September 30,
                                     --------------------        ---------------------
                                      2002        2001            2002          2001
 -------------------------------------------------------------------------------------
 DIRECT-TO-HOME BROADCAST
<S>                                <C>         <C>             <C>          <C>
 Total Revenues                    $1,781.0    $ 1,572.6       $ 5,218.5    $ 4,590.2
 EBITDA (1)                        $  139.4    $   (74.2)      $    97.4    $   (69.5)
 EBITDA Margin (1)                     7.8%          N/A            1.9%          N/A
 Operating Loss                    $  (29.6)   $  (245.4)      $  (381.5)   $  (573.8)
 Depreciation and Amortization     $  169.0    $   171.2       $   478.9    $   504.3
 Capital Expenditures              $  103.9    $   168.6       $   400.6    $   522.5

 -------------------------------------------------------------------------------------
 SATELLITE SERVICES
 Total Revenues                    $  199.1    $   252.9       $   615.5    $   666.4
 EBITDA (1)                        $  145.4    $   166.2       $   447.2    $   440.7
 EBITDA Margin (1)                    73.0%        65.7%           72.7%        66.1%
 Operating Profit                  $   66.4    $    62.1       $   184.5    $   136.0
 Operating Profit Margin              33.4%        24.6%           30.0%        20.4%
 Depreciation and Amortization     $   79.0    $   104.1       $   262.7    $   304.7
 Capital Expenditures              $   76.5    $    80.3       $   260.0    $   241.7

 -------------------------------------------------------------------------------------
 NETWORK SYSTEMS
 Total Revenues                    $  300.2    $   339.7       $   797.4    $   890.1
 EBITDA (1)                        $  (25.5)   $   (22.6)      $   (88.1)   $   (97.7)
 Operating Loss                    $  (45.5)   $   (35.1)      $  (142.7)   $  (144.2)
 Depreciation and Amortization     $   20.0    $    12.5       $    54.6    $    46.5
 Capital Expenditures              $   99.3    $   121.9       $   315.4    $   467.2

 -------------------------------------------------------------------------------------
 ELIMINATIONS and OTHER
 Total Revenues                    $  (66.1)   $   (61.9)      $  (169.3)   $  (165.3)
 EBITDA (1)                        $  (15.8)   $     7.1       $    44.3    $    (1.8)
 Operating Profit (Loss)           $  (14.3)   $    14.7       $    50.4    $     2.8
 Depreciation and Amortization     $   (1.5)   $    (7.6)      $    (6.1)   $    (4.6)
 Capital Expenditures              $   22.6    $    (4.8)      $    54.7    $    (4.0)

 -------------------------------------------------------------------------------------
 TOTAL
 Total Revenues                    $2,214.2    $ 2,103.3       $ 6,462.1    $ 5,981.4
 EBITDA (1)                        $  243.5    $    76.5       $   500.8    $   271.7
 EBITDA Margin (1)                    11.0%         3.6%            7.7%         4.5%
 Operating Loss                    $  (23.0)   $  (203.7)      $  (289.3)   $  (579.2)
 Depreciation and Amortization     $  266.5    $   280.2       $   790.1    $   850.9
 Capital Expenditures              $  302.3    $   366.0       $ 1,030.7    $ 1,227.4

 =====================================================================================
</TABLE>

---------------------
1 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.  EBITDA is not presented as
an alternative  measure of operating  results or cash flow from  operations,  as
determined in accordance with accounting  principles  generally  accepted in the
United  States of  America.  EBITDA does not  reflect  the funds  available  for
investment  in the business of HUGHES,  dividends or other  discretionary  uses.
EBITDA as presented  herein may not be comparable to similarly  titled  measures
reported by other companies.


                                       ###




                                     - 29 -










                                    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.


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    October 15, 2002
        ----------------
                                            By
                                            /s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)















                                    - 30-
[{"type": "8-K", "sequence": "1", "filename": "gm3q02earnings.txt", "description": "GENERAL MOTORS CORP. THIRD QUARTER 2002 EARNINGS", "secsgml_size_bytes": 104414}]
{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00143", "film-number": "02788991"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000"}}
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) October 14, 2002
                                  ----------------

                          GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)

      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                        Identification No.)

   300 Renaissance Center, Detroit, Michigan                 48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------

                                      - 1 -

ITEM 5. OTHER EVENTS

      On October 15, 2002, a news release was issued on the subject of third
quarter consolidated earnings for General Motors Corporation (GM). The news
release did not include certain financial statements, related footnotes and
certain other financial information that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q. The following
is the third quarter earnings release for GM, and their subsidiary Hughes
Electronics Corporation's (Hughes) earnings release dated October 14, 2002.

   -  GM EARNED $696 MILLION, OR $1.24 PER SHARE, EXCLUDING SPECIAL ITEMS AND
      HUGHES
   -  NET LOSS TOTALS $804 MILLION, OR $1.42 PER SHARE, INCLUDING HUGHES AND
      SPECIAL ITEMS
   -  STRONG CASH FLOW AND MARKET SHARE PERFORMANCE
   -  2002 EARNINGS ESTIMATED AT $6.75 PER SHARE, UP FROM $6.50

DETROIT - General Motors Corp. (NYSE: GM, GMH) today reported that earnings in
the third quarter of 2002, excluding special items and Hughes, totaled $696
million, or $1.24 diluted earnings per share of GM $1-2/3 par value common
stock, an improvement of more than 30 percent compared with the same period last
year.

The increase was primarily driven by strong market performance and aggressive
cost reductions at GM North America (GMNA), and continuing strength at General
Motors Acceptance Corp. (GMAC). The results compare with income of $527 million,
or $0.94 per share, in the third quarter of 2001, excluding Hughes and special
items.

Including Hughes and special items, GM had a reported net loss of $804 million,
or $1.42 diluted earnings per share, compared with a loss of $368 million, or
$0.41 per share, in the third quarter of 2001.

The third-quarter-2002 results include special items totaling an unfavorable
$1.42 billion, or $2.62 per share. This includes an unfavorable $1.37 billion
after-tax ($2.2 billion pretax) non-cash impairment write-down of GM's
investment in Fiat Auto Holdings, B.V., resulting from the completion of the
previously announced study of GM's original $2.4 billion carrying value for that
investment; an unfavorable $116 million after-tax ($186 million pretax) net
charge related to post-employment benefits and asset write-downs as a result of
changes in GMNA's production footprint -- primarily costs associated with the
transfer of commercial truck production from Janesville, Wis., to Flint, Mich.;
and a favorable $68 million after-tax ($109 million pretax) net gain at Hughes
primarily resulting from the sale of equity interests. Special items in the
third quarter of 2001 totaled an unfavorable $753 million, or $1.26 per share.

GM financial results described throughout the remainder of this release exclude
special items unless otherwise noted (see Highlights).

"The strong performance by GM North America and GMAC demonstrate our ability to
produce improved results despite a difficult pricing environment," said GM
Chairman Jack Smith.

"A steady stream of successful products and a rigorous cost focus continue to
move us in the right direction," said GM President and Chief Executive Officer
Rick Wagoner. "We're designing winning cars and trucks, producing them
efficiently, and maintaining our leadership position in the market. Our
operations in North America are running very well, and we're striving for the
same level of performance in other regions. We continue to face challenges, but
our strong operating performance is the key to addressing them."

                                      - 2 -

GM's net liquidity, excluding GMAC and Hughes, increased approximately $700
million from June 30, 2002, to $3.3 billion at Sept. 30, 2002. Automotive
operations generated about $600 million of cash flow during the quarter. On that
same basis, cash, marketable securities, and assets of the Voluntary Employees'
Beneficiary Association (VEBA) trust invested in short-term fixed-income
securities increased to $18.2 billion at Sept. 30, 2002, from $17.6 billion at
June 30, 2002. Debt, excluding GMAC and Hughes, decreased slightly to $14.9
billion at the end of the third quarter of 2002, compared with $15.0 billion at
June 30, 2002.

Strong cash generation is vital to meet the challenges posed by weak returns in
the equity markets and the increasing cost of employee benefits that continue to
adversely affect GM's balance sheet. GM disclosed today that through the first
nine months of 2002 the return on assets held in the U.S. hourly and salaried
employee pension funds was approximately negative 10 percent. During this same
period, the overall U.S. equities market declined more than 25 percent, as
measured by the major stock indices. The fund performance year to date, combined
with other factors, is expected to result in a significant increase in the
unfunded status of the pension funds and an increase in 2003 pension expense.

                            GM AUTOMOTIVE OPERATIONS

GM's global automotive operations earned $345 million in the third quarter of
2002, an increase of more than 60 percent compared with the $212 million earned
in the prior-year period.

Income at GM North America (GMNA) increased more than 14 percent in the third
quarter of 2002 to $510 million, compared with $445 million earned in the
year-ago period. Production volume increased 5.6 percent. The pricing
environment continued to be challenging, with net price retention totaling a
negative 2.2 percent in the third quarter of 2002. Strong cost performance more
than offset the pricing pressures.

Continuing the trend so far this year, GM's overall U.S. market share increased
again in the third quarter of 2002, with this year's 28.0 percent share up 0.3
points versus the same quarter last year. Retail market share continued to show
strong growth. Trucks accounted for about 57 percent of total sales in the third
quarter, compared with 53 percent in the same period last year.

"The improved vehicle sales and increased share were the result of excellent
consumer acceptance of our new cars and trucks, combined with a focus on being
competitive in the marketplace," Wagoner said. "As we continue to leverage our
global resources and bring out more new and exciting products, we plan to remain
the market leader globally and in North America, and improve our position in
other regions."

Major product enhancements introduced in the third quarter include the restyled
Chevrolet Silverado and GMC Sierra, and updated versions of Chevrolet Cavaliers,
Pontiac Sunfires, and Saturn L series. They follow the introduction earlier this
year of extended versions of the popular Chevy TrailBlazer and GMC Envoy, along
with the all-new HUMMER H2. Coming to market later this year and in 2003 are the
Saturn ION sedan and coupe, all-new versions of the Saab 9-3 sedan and
convertible, the Chevy SSR, the Pontiac Grand Prix, the Chevy Malibu, the
Cadillac XLR luxury high-performance roadster, the Cadillac SRX crossover
vehicle, the Buick Rainier sport utility vehicle, and the Opel Vectra Signum,
Vectra Wagon, and the new Meriva monocab in Europe.

                                      - 3 -

GM Europe (GME) reported a loss of $180 million in the third quarter of 2002, an
improvement from the $287 million loss in the year-ago period. Compared with the
same period last year, the significant progress in reducing material and
structural costs more than offset a decline in vehicle sales and costs
associated with the launch of the all-new Saab 9-3. GME continued to face weak
market conditions, particularly in Germany, and a challenging pricing
environment.

"GM Europe's turnaround remains a top priority. We've made very good progress on
the cost side, and now the focus is on improving revenue growth," Wagoner said.
"We expect that the strong products coming from Opel/Vauxhall and Saab will lead
to improved sales."

GM Asia-Pacific reported a profit of $76 million in the third quarter of 2002
compared with earnings of $60 million a year ago, led by continued strong
performance at Shanghai GM and GM's Australia-based Holden unit. GM Latin
America/Africa/Mid-East (GMLAAM) reported a loss of $61 million in the third
quarter of 2002 compared with a loss of $6 million a year ago. Results were
negatively affected by unfavorable economic and market conditions in Brazil,
Venezuela and Argentina. On the positive side, GM's market share in the region
increased significantly to 18.2 percent in the third quarter of 2002, compared
with 15.8 percent in the prior-year period.

                                      GMAC

GMAC earned $476 million in the third quarter of 2002, an increase of nearly 9
percent from third-quarter earnings of $437 million a year ago. The increase was
more than accounted for by improvements in mortgage operations, resulting from
increased volumes and fees.

"GMAC's capital position has strengthened significantly," Wagoner said. "Based
on estimated asset and earnings growth next year, GMAC's leverage should remain
stable without any need for incremental capital from GM."

                                     HUGHES

Hughes lost $81 million in the third quarter of 2002, an improvement compared
with the loss of $142 million in the prior-year quarter, primarily because of
stronger performance by DIRECTV U.S. Revenue totaled $2.2 billion in the third
quarter of 2002, up from $2.1 billion in the same quarter last year, led by the
growing subscriber base of DIRECTV. Total DIRECTV U.S. subscriptions increased
approximately 206,000 from the second quarter of 2002 to 10.9 million.

Despite the unfavorable initial review by the Federal Communications Commission
(FCC) GM, Hughes and EchoStar continue to work with the FCC and the U.S. Justice
Department to resolve any concerns about the plan to split off Hughes and merge
the company with EchoStar Communications Corp. GM believes this transaction is
in the best interest of consumers, and all classes of shareholders, and will
work aggressively to obtain approval.

                                  LOOKING AHEAD

General Motors expects total U.S. industry vehicle sales for 2002 will be
approximately 17 million units. North American production is forecast at about
1.4 million vehicles in the fourth quarter of 2002, and more than 5.6 million
vehicles in calendar year 2002.

For the fourth quarter of 2002, GM estimates its earnings, excluding Hughes and
any special items, will be about $1.50 per share, reflecting higher volume and
solid results in North America and at GMAC, partially offset by continued losses
in Europe and Latin America.

                                      - 4 -

GM expects 2002 earnings will be about $6.75 per share, excluding special items
and Hughes. Including Hughes, but excluding special items, GM expects to earn
approximately $1.40 per share in the fourth quarter of 2002 and $6.35 per share
for the calendar year.

For 2003, GM expects moderate economic growth and resulting U.S. industry
sales in the mid-to-high-16 million-unit range.

General Motors, the world's largest vehicle manufacturer, designs, builds and
markets cars and trucks worldwide, and has been the global automotive sales
leader since 1931. More information on GM can be found at www.gm.com.

                                    # # #

In this press release and related comments by General Motors management, our use
of the words "outlook," "expect," "anticipate," "estimate," "forecast,"
"project," "likely," "objective," "plan," "designed," "goal," "target," and
similar expressions is intended to identify forward looking statements. While
these statements represent our current judgment on what the future may hold, and
we believe these judgments are reasonable, actual results may differ materially
due to numerous important factors that are described in GM's most recent report
on SEC Form 10-K (at page II-15, 16) which may be revised or supplemented in
subsequent reports on SEC Forms 10-Q and 8-K. Such factors include, among
others, the following: changes in economic conditions, currency exchange rates
or political stability; shortages of fuel or interruptions in transportation
systems, labor strikes or work stoppages; market acceptance of the corporation's
new products; significant changes in the competitive environment; changes in
laws, regulations and tax rates; and the ability of the corporation to achieve
reductions in cost and employment levels to realize production efficiencies and
implement capital expenditures at levels and times planned by management.

In connection with the proposed transactions, General Motors Corporation ("GM"),
HEC Holdings, Inc. ("Hughes Holdings") and EchoStar Communications Corporation
("EchoStar") have filed amended preliminary materials with the Securities and
Exchange Commission ("SEC"), including a Registration Statement of Hughes
Holdings on Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be further
amended. Holders of GM $1-2/3 and GM Class H common stock are urged to read the
definitive versions of these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. The preliminary
materials, the definitive versions of these materials and other relevant
materials (when they become available), and any other documents filed by GM,
Hughes Electronics Corporation ("Hughes"), Hughes Holdings or EchoStar with the
SEC may be obtained for free at the SEC's website, www.sec.gov, and GM
stockholders will receive information at an appropriate time on how to obtain
transaction-related documents for free from GM.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of consents from the holders of GM $1-2/3
common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the amended preliminary consent solicitation statement/information
statement/prospectus filed with the SEC and the definitive consent solicitation
statement/information statement/prospectus when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

                                      - 5 -

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes, Hughes Holdings or GM
include, but are not limited to, the following: (1) the businesses of EchoStar
and Hughes may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected benefits and
synergies from the combination may not be realized within the expected time
frame or at all; (3) revenues following the transaction may be lower than
expected; (4) operating costs, customer loss and business disruption including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (5) generating the incremental growth in the subscriber base of the
combined company may be more costly or difficult than expected; (6) the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (7) the effects of legislative
and regulatory changes; (8) an inability to obtain certain retransmission
consents; (9) an inability to retain necessary authorizations from the FCC; (10)
an increase in competition from cable as a result of digital cable or otherwise,
direct broadcast satellite, other satellite system operators, and other
providers of subscription television services; (11) the introduction of new
technologies and competitors into the subscription television business; (12)
changes in labor, programming, equipment and capital costs; (13) future
acquisitions, strategic partnership and divestitures; (14) general business and
economic conditions; and (15) other risks described from time to time in
periodic reports filed by EchoStar, Hughes or GM with the Securities and
Exchange Commission. You are urged to consider statements that include the words
"may," "will," "would," "could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends," "continues,"
"forecast," "designed," "goal," or the negative of those words or other
comparable words to be uncertain and forward-looking. This cautionary statement
applies to all forward-looking statements included in this document.

                                      - 6 -

                           General Motors Corporation
                        List of Special Items - After Tax
                              (dollars in millions)

                                           Third Quarter 2002
                               ----------------------------------------

                                                 Other  Total   Diluted
                                 GMNA  Hughes     ACO    GM      EPS
                                -----  ------    ----- ------  --------

   Reported Net Income
     (Loss)                     $394    $(13) $(1,463) $(804)  $(1.42)

   Write-down of
     Fiat Investment (A)           -       -    1,371  1,371     2.44

   GMNA Production Footprint(B)  116       -        -    116     0.21

   Hughes Sale of Equity
    Interests (C)                  -     (68)       -    (68)   (0.03)

                                 ---     ---      ---    ---     ----
   Adjusted Net Income (Loss)   $510    $(81)    $(92)  $615    $1.20
                                 ===     ===      ===    ===     ====

                                            Year to Date 2002
                               ------------------------------------------

                                                    Other   Total Diluted
                             GMNA    GME    Hughes   ACO     GM     EPS
                             ----    ---    ------  -----   ----- -------

   Reported Net Income
     (Loss)                $2,267   $(882) $(325) $(1,604)    $716  $1.63

   Write-down of
     Fiat Investment (A)        -       -      -    1,371    1,371   2.43

   GMNA Production
    Footprint(B)              116       -      -        -      116   0.20

   Hughes Sale of Equity
     Interests (C)              -       -    (68)       -      (68) (0.04)

   GME End of Life Vehicle
     Charge (D)                 -      55      -        -       55   0.10

   GME Restructuring
     Charge (E)                 -     407      -        -      407   0.73

   Hughes Space Shuttle
     Settlement (F)             -       -    (59)       -      (59) (0.04)

   Hughes GECC Contractual
     Dispute (G)                -       -     51        -       51   0.03

   Hughes Loan Guarantee
     Charge (H)                 -       -     18        -       18   0.01
                            -----     ---    ---      ---     ----   ----
   Adjusted Net Income
     (Loss)                $2,383   $(420) $(383)   $(233)  $2,607  $5.05
                            =====     ===    ===      ===    =====   ====

See Notes on next page.

                                      - 7 -

                           General Motors Corporation
                        List of Special Items - After Tax

(A)  The Write-down of the Fiat Investment relates to the completion of the
     previously announced impairment study of the carrying value of Fiat
     Auto Holdings, B.V.. This charge reduced the value of the Fiat
     investment from $2.4 billion to $220 million.
(B)  The GMNA Production Footprint charge primarily relates to costs
     associated with the transfer of commercial truck
     production from Janesville, Wis., to Flint, Michigan.
(C)  The Hughes Sale of Equity Interests relates primarily to the investment
     in the multimedia company Thomson.
(D)  The GME End of Life Vehicle Charge relates to the European Union's
     directive requiring member states to enact legislation regarding
     end-of-life vehicles to the responsibility of manufacturers for
     dismantling and recycling vehicles they have sold. This charge of $55
     million relates to those member states that have passed national laws
     by June 30, 2002.
(E)  The GME Restructuring Charge relates to the initiative implemented in
     the first quarter of 2002 to improve the competitiveness of GM's
     automotive operations in Europe.
(F)  The Space Shuttle Settlement relates to the favorable resolution of a
     lawsuit that was filed against the U.S. government on March 22, 1991,
     based upon the National Aeronautics and Space Administration's (NASA)
     breach of contract to launch ten satellites on the Space Shuttle.
(G)  The GECC Contractual Dispute relates to an expected loss associated
     with a contractual dispute with General Electric Capital Corporation.
(H)  The Loan Guarantee Charge relates to a loan guarantee for a Hughes
     Network Systems' affiliate in India.

                                      - 8 -

                           General Motors Corporation
                        List of Special Items - After Tax
                              (dollars in millions)

                                           Third Quarter 2001
                               ----------------------------------------

                                                 Other  Total   Diluted
                                GMNA   Hughes     ACO    GM      EPS
                                -----  ------    ----- ------  --------

   Reported Net Income (Loss)   $251   $(227)   $(595) $(368)  $(0.41)

   Ste. Therese Charge (A)       194       -        -    194     0.35

   Raytheon Settlement (B)         -       -      474    474     0.86

   Gain on Sale of Thomson (C)     -     (67)       -    (67)   (0.04)

   SkyPerfecTV! Writedown (D)      -     133        -    133     0.08

   Severance Charge (E)            -      40        -     40     0.02

   DirecTV Japan Adjustment (F)    -     (21)       -    (21)   (0.01)
                                 ---     ---      ---    ---     ----
   Adjusted Net Income (Loss)   $445   $(142)   $(121)  $385    $0.85
                                 ===     ===      ===    ===     ====

(A) The Ste. Therese Charge relates to the closing of the Ste. Therese,
    Quebec assembly plant.
(B) The Raytheon Settlement relates to Hughes' settlement with the Raytheon
    Company of a purchase price adjustment related to Raytheon's 1997
    merger with Hughes Defense.
(C) The Gain on Sale of Thomson relates to Hughes' sale of 4.1 million
    shares of Thomson Multimedia common stock.
(D) The SkyPerfecTV! Writedown relates to Hughes' non-cash charge from the
    revaluation of its investment.
(E) The Severance Charge relates to Hughes' 10% company-wide workforce
    reduction in the U.S.
(F) The DirecTV Japan Adjustment relates to a favorable adjustment to the
    expected costs associated with the shutdown of Hughes' DirecTV Japan
    business.

                                      - 9 -

                           General Motors Corporation
                        List of Special Items - After Tax
                              (dollars in millions)

                                         Year to Date 2001
                              ----------------------------------------
                                                                 Other
                              GMNA    GME   GMLAAM GMAP  Hughes   ACO
                              ----    ---   ------ ----  ------  -----

   Reported Net Income (Loss)  $878  $(525)  $30  $(82)  $(487) $(796)

   Ste. Therese Charge (A)      194      -     -     -       -      -

   Raytheon Settlement (B)        -      -     -     -       -    474

   Gain on Sale of Thomson (C)    -      -     -     -     (67)     -

   SkyPerfecTV! Writedown (D)     -      -     -     -     133      -

   Severance Charge (E)           -      -     -     -      40      -

   DirecTV Japan Adjustment (F)   -      -     -     -     (21)     -

   Isuzu Restructuring (G)        -      -     -   133       -      -

   SFAS 133 Adjustment (H)       14     (2)    1     1       8      -
                              -----    ---   ---   ---     ---    ---
   Adjusted Net Income(Loss) $1,086  $(527)  $31   $52   $(394) $(322)
                              =====    ===    ==    ==     ===    ===

                               Total           Other   Total   Diluted
                                ACO     GMAC    FIO     GM       EPS
                               -----   ------  -----   -----   -------

   Reported Net Income (Loss)  $(982)  $1,351  $(23)    $346    $1.16

   Ste. Therese Charge (A)       194        -     -      194     0.35

   Raytheon Settlement (B)       474        -     -      474     0.86

   Gain on Sale of Thomson (C)   (67)       -     -      (67)   (0.04)

   SkyPerfecTV! Writedown (D)    133        -     -      133     0.08

   Severance Charge (E)           40        -     -       40     0.02

   DirecTV Japan Adjustment (F)  (21)       -     -      (21)   (0.01)

   Isuzu Restructuring (G)       133        -     -      133     0.24

   SFAS 133 Adjustment (H)        22      (34)    -      (12)   (0.03)
                                 ---    -----   ---     ----     ----
   Adjusted Net Income (Loss)   $(74)  $1,317  $(23)  $1,220    $2.63
                                  ==    =====    ==    =====     ====

      See page 9 for footnotes (A) - (F).

   G) The Isuzu Restructuring Charges include General Motors' portion of
      severance payments and asset impairments that were part of the second
      quarter restructuring of its affiliate Isuzu Motors Ltd.

   H) The SFAS 133 Adjustment represents the net impact during the first quarter
      2001 from initially adopting SFAS No. 133, Accounting for Derivatives and
      Hedging Activities.

                                     - 10 -

                           General Motors Corporation
                      Adjusted Corporate Financial Results

                                     Third Quarter        Year to Date
                                    ---------------      --------------
                                    2002(1)    2001(1)   2002(1)   2001(1)
                                    ----       ----      ----      ----

     Total net sales and
      revenues ($Mil's) (2)       $43,603   $42,475   $138,161  $131,318
      Excluding Hughes            $41,400   $40,362   $131,676  $125,285

     Consolidated net
      income ($Mil's)                $615      $385     $2,607    $1,220
      Excluding Hughes               $696      $527     $2,990    $1,614

     Net margin from
      consolidated net income         1.4%      0.9%       1.9%      0.9%
      Excluding Hughes                1.7%      1.3%       2.3%      1.3%

     GM $1-2/3 par value
      earnings per share
      Basic EPS                     $1.20     $0.86      $5.09     $2.65
      Diluted EPS                   $1.20     $0.85      $5.05     $2.63
      Diluted EPS excluding Hughes  $1.24     $0.94      $5.29     $2.90

     GM Class H
      earnings per share
      Basic EPS                    $(0.06)   $(0.13)    $(0.32)   $(0.36)
      Diluted EPS                  $(0.06)   $(0.13)    $(0.32)   $(0.36)

     Earnings attributable to
      GM $1-2/3 par value ($Mil's)
      Consolidated net income        $615      $385     $2,607    $1,220
      Preferred dividends               -       (25)       (47)      (76)
      Losses attributable
        to GM Class H                  57       113        293       314
                                      ---       ---      -----     -----
        Total earnings attributable
         to GM $1-2/3 par value      $672      $473     $2,853    $1,458
                                      ===       ===      =====     =====

     GM $1-2/3 par value average
      shares outstanding (Mil's)
      Basic shares                    560       551        560       549
      Diluted shares                  561       558        565       556

     Cash dividends per share
      of common stocks
      GM $1-2/3 par value           $0.50     $0.50      $1.50     $1.50
      GM Class H                        -         -          -         -

     Book value per share of
      common stocks at Sept. 30
      GM $1-2/3 par value          $25.41    $37.44
      GM Class H                    $5.08     $7.49

     Total cash at Sept. 30
      Excluding Hughes($Bil's) (3)  $18.2     $11.0

     Automotive, Communications
      Services, and Other
      Operations ($Mil's)
      Depreciation                 $1,108    $1,071     $3,293    $3,239
      Amortization of special
        tools                         645       609      1,859     1,747
      Amortization of intangible
        assets                         10        80         22       238
                                    -----     -----      -----     -----
        Total                      $1,763    $1,760     $5,174    $5,224
                                    =====     =====      =====     =====

     See footnotes on page 15.

                                     - 11 -

                           General Motors Corporation
                       Adjusted Segment Financial Results

                                     Third Quarter        Year to Date
                                    --------------       --------------
                                    2002(1)    2001(1)   2002(1)   2001(1)
                                    ----       ----      ----      ----
     (dollars in millions)
     Total net sales and revenues
      GMNA                        $26,355   $26,269    $85,580   $79,492
      GME                           5,564     5,117     17,149    17,616
      GMLAAM                        1,161     1,312      3,768     4,446
      GMAP                          1,158     1,000      3,344     3,138
                                   ------    ------    -------   -------
        Total GMA                  34,238    33,698    109,841   104,692
      Hughes                        2,203     2,113      6,485     6,033
      Other                           241       486      1,876     1,467
                                   ------    ------    -------   -------
        Total ACO                  36,682    36,297    118,202   112,192
      GMAC                          6,799     6,116     19,727    18,915
      Other Financing                 122        62        232       211
                                   ------    ------    -------   -------
        Total FIO                   6,921     6,178     19,959    19,126
                                   ------    ------    -------   -------
         Consolidated net sales
           and revenues           $43,603   $42,475   $138,161  $131,318
                                   ======    ======    =======   =======

     Pre-tax income (loss)
      GMNA                           $734      $641     $3,360    $1,523
      GME                            (248)     (400)      (564)     (747)
      GMLAAM                          (96)      (11)      (234)       71
      GMAP                              9         9        (35)       44
                                      ---       ---      -----     -----
        Total GMA                     399       239      2,527       891
      Hughes (4)                     (104)     (173)      (548)     (573)
      Other                          (177)     (143)      (407)     (402)
                                      ---       ---      -----     -----
        Total ACO                     118       (77)     1,572       (84)
      GMAC                            789       710      2,223     2,142
      Other Financing                 (24)      (11)       (34)      (34)
                                      ---       ---      -----     -----
        Total FIO                     765       699      2,189     2,108
                                      ---       ---      -----     -----
        Consolidated pre-tax
         income                      $883      $622     $3,761    $2,024
                                      ===       ===      =====     =====

     Net income (loss)
      GMNA                           $510      $445     $2,383    $1,086
      GME                            (180)     (287)      (420)     (527)
      GMLAAM                          (61)       (6)      (174)       31
      GMAP                             76        60        122        52
                                      ---       ---      -----     -----
        Total GMA                     345       212      1,911       642
      Hughes (4)(5)                   (81)     (142)      (383)     (394)
      Other                           (92)     (121)      (233)     (322)
                                      ---       ---      -----     -----
        Total ACO                     172       (51)     1,295       (74)
      GMAC                            476       437      1,346     1,317
      Other Financing                 (33)       (1)       (34)      (23)
                                      ---       ---      -----     -----
        Total FIO                     443       436      1,312     1,294
                                      ---       ---      -----     -----
         Consolidated net income     $615      $385     $2,607    $1,220
                                      ===       ===      =====     =====

     See footnotes on page 15.

                                     - 12 -

                           General Motors Corporation
                Supplementary Adjusted Segment Financial Results

                                     Third Quarter        Year to Date
                                    ---------------      --------------
                                    2002(1)    2001(1)   2002(1)   2001(1)
                                    ----       ----      ----      ----
     (dollars in millions)
     Income tax expense (benefit)
      GMNA                           $232      $179       $987      $387
      GME                             (63)     (112)      (110)     (212)
      GMLAAM                          (47)       (8)       (79)       21
      GMAP                             21       (12)        12         7
                                       --        --        ---       ---
        Total GMA                    $143       $47       $810      $203
                                      ===        ==        ===       ===

     Equity income (loss) and
      minority interests
      GMNA                             $8      $(17)       $10      $(50)
      GME                               5         1         34         8
      GMLAAM                          (12)       (3)       (19)      (19)
      GMAP                             88        39        169        15
                                       --        --         --        --
        Total GMA                     $89       $20       $194      $(46)
                                       ==        ==        ===        ==

     Effective income tax rate
      GMNA                           31.6%     27.9%      29.4%     25.4%
      GME                            25.4%     28.0%      19.5%     28.4%
      GMLAAM                         49.0%     72.7%      33.8%     29.6%
      GMAP                          233.3%   (133.3%)    (34.3%)    15.9%
      Total ACO                      29.0%     33.8%      29.0%     31.0%

     Net margins
      GMNA                            1.9%      1.7%       2.8%      1.4%
      GME                            (3.2%)    (5.6%)     (2.4%)    (3.0%)
      GMLAAM                         (5.3%)    (0.5%)     (4.6%)     0.7%
      GMAP                            6.6%      6.0%       3.6%      1.7%
      Total GMA                       1.0%      0.6%       1.7%      0.6%
      Hughes (4)(5)                  (3.7%)    (6.7%)     (5.9%)    (6.5%)
      Total ACO                       0.5%     (0.1%)      1.1%     (0.1%)
      GMAC                            7.0%      7.1%       6.8%      7.0%
      Consolidated net income         1.4%      0.9%       1.9%      0.9%

     See footnotes on page 15.

                                     - 13 -

                           General Motors Corporation
                              Operating Statistics

                                     Third Quarter        Year to Date
                                    --------------       --------------
                                    2002       2001      2002      2001
                                    ----       ----      ----      ----
     (units in thousands)
     Worldwide Wholesale Sales
      United States - Cars           482        513      1,555    1,572
      United States - Trucks         639        597      2,056    1,815
                                   -----      -----      -----    -----
        Total United States        1,121      1,110      3,611    3,387
      Canada, Mexico, and Other      152        146        581      483
                                   -----      -----      -----    -----
        Total GMNA                 1,273      1,256      4,192    3,870
      GME                            364        396      1,225    1,359
      GMLAAM                         162        154        476      500
      GMAP                           119        121        313      360
                                   -----      -----      -----    -----
        Total Worldwide            1,918      1,927      6,206    6,089
                                   =====      =====      =====    =====
     Vehicle Unit Deliveries
      Chevrolet - Cars               187        179        585      637
      Chevrolet - Trucks             485        432      1,431    1,321
      Pontiac                        132        138        401      419
      GMC                            151        123        415      392
      Buick                          135        119        324      301
      Oldsmobile                      38         53        123      189
      Saturn                          66         49        212      200
      Cadillac                        56         46        145      125
      Other                           21         14         48       40
                                   -----      -----      -----    -----
        Total United States        1,271      1,153      3,684    3,624
      Canada, Mexico, and Other      183        166        572      514
                                   -----      -----      -----    -----
        Total GMNA                 1,454      1,319      4,256    4,138
      GME                            387        418      1,267    1,421
      GMLAAM                         169        159        483      498
      GMAP                           171        137        449      387
                                   -----      -----      -----    -----
        Total Worldwide            2,181      2,033      6,455    6,444
                                   =====      =====      =====    =====
     Market Share
      United States - Cars          25.1%      26.6%      25.4%    27.2%
      United States - Trucks        30.6%      28.6%      30.6%    28.4%
        Total United States         28.0%      27.7%      28.1%    27.8%
      Total North America           27.6%      27.2%      27.8%    27.4%
      Total Europe                   8.6%       9.0%       8.7%     9.3%
      Latin America (6)             24.5%      22.3%      23.7%    22.1%
      Asia and Pacific               4.7%       4.2%       4.2%     3.9%
        Total Worldwide             15.2%      14.8%      14.8%    14.9%
     U.S. Retail/Fleet Mix
      % Fleet Sales - Cars          31.0%      29.3%      28.6%    28.9%
      % Fleet Sales - Trucks        10.9%      12.1%      11.6%    14.0%
        Total Vehicles              19.6%      20.2%      19.0%    21.3%
     Retail Lease as % of Retail Sales
      Total Smartlease
      and Smartbuy                   8.6%      12.5%
     Days Supply of Inventory
      at Sept. 30
      United States - Cars            75         63
      United States - Trucks          96         95
     Capacity Utilization
      U.S. and Canada
      (2 shift rated)               86.8%      84.5%      85.6%    78.4%

     GMNA Net Price                 (2.2)%     (2.1)%

     See footnotes on page 15.

                                     - 14 -

                           General Motors Corporation
                              Operating Statistics

                                     Third Quarter        Year to Date
                                    --------------       --------------
                                    2002       2001      2002      2001
                                    ----       ----      ----      ----

     GMAC's U.S. Cost of Borrowing  4.31%      5.04%

     Current Debt Spreads Over
      U.S. Treasuries
      2 Year                         340 bp     205 bp
      5 Year                         360 bp     230 bp
      10 Year                        380 bp     245 bp

     Worldwide Employment
      at Sept. 30 (in 000's)
      United States Hourly           120        126
      United States Salary            40         42
                                     ---        ---
        Total United States          160        168
      Canada, Mexico, and Other       33         33
                                     ---        ---
      GMNA                           193        201
      GME                             68         74
      GMLAAM                          23         24
      GMAP                            11         11
      Hughes                          12         11
      GMAC                            31         29
      Other                           12         13
                                     ---        ---
        Total                        350        363
                                     ===        ===

     Worldwide Payrolls ($Bil's)    $5.1       $4.9        $15.5     $15.0

     Footnotes:
     ---------
(1) Adjusted amounts for all periods represent the reported amounts
    excluding the effects of special items as detailed on pages 7 and 8.
(2) The reported total net sales and revenues totaled ($Mil's):  Q3 2002 -
    $43,578, Year-to-Date 2002 - $138,107, Q3 2001 -
    $42,475, and Year-to-Date 2001 $131,310.
(3) Represents total cash for Automotive, Communications Services, and
    Other Operations, excluding Hughes, which includes cash and marketable
    securities, as well as $3.0 billion invested in short-term fixed
    income securities of the Corporation's Voluntary Employees'
    Beneficiary Association Trust.
(4) The Q3 2001 and Year-to-Date 2001 amounts exclude the effects of
    purchase accounting adjustments related to General
    Motors' acquisition of Hughes in 1985.  This purchase
    accounting adjustment is not recorded in 2002 because
    the related goodwill is no longer being amortized
    effective January 1, 2002 in accordance with SFAS No.
    142, Goodwill and Other Intangible Assets.
(5) Excludes Hughes Series A Preferred Stock dividends paid to General
    Motors.
(6) Latin America excludes the Middle East and Africa.

                                     - 15 -

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                      -------------        -------------
                                    2002      2001        2002       2001
                                    ----      ----        ----       ----
                                (dollars in millions except per share amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues      $43,578   $42,475      $138,107  $131,310
                                   ------    ------       -------   -------
Cost of sales and other expenses   36,774    34,946       113,517   106,757
Selling, general, and
  administrative expenses           6,173     5,926        17,944    17,171
Interest expense                    2,036     1,888         5,916     6,238
                                   ------    ------       -------   -------
  Total costs and expenses         44,983    42,760       137,377   130,166
                                   ------    ------       -------   -------
Income (loss) before income
  taxes and minority interests     (1,405)     (285)          730     1,144
Income tax expense                   (551)       76           137       588
Equity income/(loss) and
  minority interests                   50        (7)          123      (210)
                                      ---       ---           ---       ---
  Net income (loss)                  (804)     (368)          716       346
Dividends on preference stocks          -       (25)          (47)      (76)
                                      ---       ---           ---       ---
  Earnings attributable to
    common stocks                   $(804)    $(393)         $669      $270
                                      ===       ===           ===       ===

Basic earnings (losses) per
  share attributable to
  common stocks
Earnings per share attributable
  to $1-2/3 par value              $(1.42)   $(0.41)        $1.65     $1.18
                                     ====      ====          ====      ====
Earnings per share attributable
  to Class H                       $(0.01)   $(0.19)       $(0.28)   $(0.43)
                                     ====      ====          ====      ====

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
Earnings per share attributable
  to $1-2/3 par value              $(1.42)   $(0.41)        $1.63     $1.16
                                     ====      ====          ====      ====
Earnings per share attributable
  to Class H                       $(0.01)   $(0.19)       $(0.28)   $(0.43)
                                     ====      ====          ====      ====

                                     - 16 -

                  CONSOLIDATED STATEMENTS OF INCOME - concluded
                                   (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                      -------------        -------------
                                    2002      2001        2002       2001
                                    ----      ----        ----       ----
                                           (dollars in millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES,
AND OTHER OPERATIONS

Total net sales and revenues      $36,657   $36,297      $118,148  $112,192
                                   ------    ------       -------   -------
Cost of sales and other expenses   34,868    32,861       107,540   100,537
Selling, general, and
  administrative expenses           3,645     4,107        11,153    11,837
  Total costs and expenses         38,513    36,968       118,693   112,374
                                   ------    ------       -------   -------
Interest expense                      242       216           706       529
Net expense from transactions with
  Financing and Insurance Operations   72        97           208       315
                                    -----      ----         -----    ------
Income (loss) before income taxes
  and minority interests           (2,170)     (984)       (1,459)   (1,026)
Income tax expense (benefit)         (835)     (181)         (684)    (194)
Equity income/(loss) and
  minority interests                   88        (1)          179      (150)
                                    -----       ---           ---      ----
   Net (loss) - Automotive,
    Communications Services,
    and Other Operations          $(1,247)    $(804)        $(596)    $(982)
                                    =====       ===           ===       ===

FINANCING AND INSURANCE OPERATIONS

Total revenues                     $6,921    $6,178       $19,959   $19,118
                                    -----     -----        ------    ------

Interest expense                    1,794     1,672         5,210     5,709
Depreciation and amortization
  expense                           1,395     1,477         4,109     4,429
Operating and other expenses        2,267     1,854         6,231     5,420
Provision for financing and
  insurance losses                    772       573         2,428     1,705
                                    -----     -----        ------    ------
  Total costs and expenses          6,228     5,576        17,978    17,263
                                    -----     -----        ------    ------
Net income from transactions
  with Automotive,
  Communications Services,
  and Other Operations                (72)      (97)         (208)     (315)
                                      ---       ---           ---      ----
Income before income taxes and
  minority interests                  765       699         2,189     2,170
Income tax expense                    284       257           821       782
Equity income/(loss) and
 minority interests                   (38)       (6)          (56)      (60)
                                      ---       ---         -----      ----
  Net income - Financing and
    Insurance Operations             $443      $436        $1,312    $1,328
                                      ===       ===         =====     =====

                                     - 17 -

                           CONSOLIDATED BALANCE SHEETS

                                              Sept. 30,               Sept. 30,
                                                 2002     Dec. 31,      2001
GENERAL MOTORS CORPORATION AND SUBSIDIARIES  (Unaudited)   2001     (Unaudited)
                                              ---------    ----      ---------
                                                   (dollars in millions)
                 ASSETS

Automotive, Communications Services,
 and Other Operations
Cash and cash equivalents                     $14,670     $8,432       $7,899
Marketable securities                           1,360        790          829
                                              -------     ------     --------
  Total cash and marketable securities         16,030      9,222        8,728
Accounts and notes receivable
  (less allowances)                             5,649      5,406        6,200
Inventories (less allowances)                  10,673     10,034       10,508
Equipment on operating leases
  (less accumulated depreciation)               4,524      4,524        4,974
Deferred income taxes and other current assets  9,061      7,877        8,751
                                              -------    -------      -------
  Total current assets                         45,937     37,063       39,161
Equity in net assets of nonconsolidated
  associates                                    5,045      4,950        4,913
Property - net                                 35,071     34,908       34,555
Intangible assets - net                        13,796     13,721        7,675
Deferred income taxes                          22,884     22,294       15,930
Other assets                                   14,610     17,274       30,984
                                              -------    -------     --------
  Total Automotive, Communications Services,
    and Other Operations assets               137,343    130,210      133,218
Financing and Insurance Operations
Cash and cash equivalents                       7,338     10,123       10,530
Investments in securities                      12,828     10,669        9,598
Finance receivables - net                     107,808     99,813       90,190
Investment in leases and other receivables     35,964     34,618       36,441
Other assets                                   46,395     36,979       33,624
Net receivable from Automotive, Communications
  Services, and Other Operations                  529      1,557        1,243
                                              -------    -------      -------
  Total Financing and Insurance
    Operations assets                         210,862    193,759      181,626
                                              -------    -------      -------
Total assets                                 $348,205   $323,969     $314,844
                                              =======    =======      =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

Automotive, Communications Services,
  and Other Operations
Accounts payable (principally trade)          $19,851    $18,297      $19,335
Loans payable                                   1,472      2,402        1,744
Accrued expenses                               36,817     34,090       35,417
Net payable to Financing and Insurance
  Operations                                      529      1,557        1,243
                                               ------     ------      -------
  Total current liabilities                    58,669     56,346       57,739
Long-term debt                                 16,794     10,726        9,320
Postretirement benefits other than pensions    34,138     34,515       34,276
Pensions                                        9,742     10,790        3,443
Other liabilities and deferred income taxes    15,764     13,794       14,183
                                              -------    -------      -------
  Total Automotive, Communications Services,
    and Other Operations liabilities          135,107    126,171      118,961
Financing and Insurance Operations
Accounts payable                                8,558      7,900        6,936
Debt                                          168,265    153,186      144,846
Other liabilities and deferred income taxes    16,326     16,259       14,577
                                              -------    -------      -------
  Total Financing and Insurance
    Operations liabilities                    193,149    177,345      166,359
                                              -------    -------      -------
    Total liabilities                         328,256    303,516      285,320
Minority interests                                817        746          700
Stockholders' equity
$1-2/3 par value common stock
  (issued, 561,337,257; 559,044,427;
  and 554,439,259 shares)                         936        932          924
Class H common stock (issued,
  958,110,735; 877,505,382; and
  877,032,955 shares)                              96         88           88
Capital surplus (principally
  additional paid-in capital)                  21,561     21,519       21,330
Retained earnings                               9,291      9,463        9,565
                                               ------     ------       ------
    Subtotal                                   31,884     32,002       31,907
Accumulated foreign currency
  translation adjustments                      (3,009)    (2,919)      (2,825)
Net unrealized loss on derivatives               (286)      (307)        (392)
Net unrealized gains on securities                141        512          179
Minimum pension liability adjustment           (9,598)    (9,581)         (45)
                                               ------     ------       ------
    Accumulated other comprehensive loss      (12,752)   (12,295)      (3,083)
                                               ------     ------       ------
      Total stockholders' equity               19,132     19,707       28,824
                                              -------    -------      -------
Total liabilities and stockholders' equity   $348,205   $323,969     $314,844
                                              =======    =======      =======

                                     - 18 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
Nine Months Ended September 30,
                                                      -------------------------------
                                                     2002                         2001
                                          -------------------------     -------------------------
                                          Automotive,     Financing     Automotive,     Financing
                                          Comm.Serv.         and        Comm.Serv.         and
                                          and Other       Insurance     and Other       Insurance
                                          ---------       ---------     ---------       ---------
                                                     (dollars in millions)
Net cash provided by (used in)
  operating activities                       $7,931         $7,706        $5,509            $902

Cash flows from investing activities
Expenditures for property                    (4,920)           (70)       (6,287)            (53)
Investments in marketable securities
  - acquisitions                             (1,391)       (34,002)         (840)        (25,071)
Investments in marketable securities
  - liquidations                                821         31,889         1,172          25,205
Mortgage loans held for investment - net          -         (8,812)            -             501
Mortgage servicing rights - acquisitions          -            206             -            (884)
Mortgage servicing rights - liquidations          -              1             -              17
Finance receivables - acquisitions                -       (181,246)            -        (166,597)
Finance receivables - liquidations                -         87,051             -         103,919
Proceeds from sales of finance receivables        -         85,684             -          63,798
Operating leases - acquisitions              (4,215)       (13,200)       (4,480)        (10,586)
Operating leases - liquidations               4,017         11,105         4,783           9,239
Investments in companies, net of
  cash acquired                                (156)          (150)         (679)           (446)
Other                                           672           (169)         (146)           (391)
                                              -----         ------         -----           -----
Net cash used in investing activities        (5,172)       (21,713)       (6,477)         (1,349)
                                              -----         ------         -----           -----

Cash flows from financing activities
Net (decrease) increase in loans payable       (930)         8,437          (464)        (19,885)
Long-term debt - borrowings                   9,697         19,582         4,533          42,791
Long-term debt - repayments                  (3,731)       (17,826)       (2,673)        (13,817)
Repurchases of common and preference stocks     (97)             -          (264)              -
Proceeds from issuing common stocks              64              -            91               -
Proceeds from sales of treasury stocks           19              -           222               -
Cash dividends paid to stockholders            (887)             -          (900)              -
                                              -----         ------           ---           -----
Net cash provided by financing activities     4,135         10,193           545           9,089
                                              -----         ------           ---           -----

Effect of exchange rate
  changes on cash and
  cash equivalents                              372              1           (69)             (5)
Net transactions with Automotive/
  Financing Operations                       (1,028)         1,028          (728)            728
                                              -----          -----         -----             ---
Net (decrease) increase in cash
  and cash equivalents                        6,238         (2,785)       (1,220)          9,365
Cash and cash equivalents at
  beginning of the period                     8,432         10,123         9,119           1,165
                                             ------         ------         -----         -------
Cash and cash equivalents at
  end of the period                         $14,670         $7,338        $7,899         $10,530
                                             ======          =====         =====          ======
- 19 -

      HUGHES THIRD QUARTER 2002 RESULTS DRIVEN BY CONTINUED STRONG DIRECTV
                           U.S. FINANCIAL PERFORMANCE

           DIRECTV U.S. Revenues Increase 19% to 1,616 Million; EBITDA
                    Increases Nearly Ten Fold to $196 Million

     El Segundo,  Calif., October 14, 2002 - Hughes Electronics  Corporation,  a
world-leading provider of digital television entertainment,  broadband services,
satellite-based   private   business   networks,   and  global  video  and  data
broadcasting,  today  reported  third  quarter 2002 revenues  increased  5.3% to
$2,214.2  million,  compared with $2,103.3 million in the third quarter of 2001.
EBITDA1 for the quarter  increased to $243.5 million compared with $76.5 million
in the third  quarter  of last year.  EBITDA  margin1  was 11.0% in the  quarter
compared  with an EBITDA  margin of 3.6% last year.  Included  in the 2001 third
quarter  results were one time charges  primarily  related to severance of $65.3
million.  Excluding  these charges,  EBITDA was $141.8 million and EBITDA margin
was 6.7%.  The  operating  loss for the third  quarter of 2002 was $23.0 million
compared with an operating  loss  (excluding  the  severance  charges) of $138.4
million in the third quarter of 2001.

     "The  increases in HUGHES'  third  quarter  revenues and EBITDA were driven
mainly by superior  operating  performance  at DIRECTV U.S.," said Jack A. Shaw,
HUGHES' president and chief executive officer.  "Over the past few quarters,  we
have  implemented  several  changes  at the  DIRECTV  U.S.  business  that  were
specifically designed to maximize subscriber returns and cash flow. For example,
we have reduced our  distribution  costs while improving  subscriber  activation
rates,  changed the pricing on our  programming  packages to create better value
for customers and improve our margins,  and we continue to vigorously attack the
pirates who are illegally  receiving our service.  As a result of these changes,
we believe that we are attaining higher quality customers and achieving a better
return on our  subscriber  investment-albeit  sometimes at the expense of faster
subscriber  growth.  Considering  the 19%  increase  in DIRECTV  U.S.  quarterly
revenues and a nearly ten-fold increase in EBITDA compared with last year, it is
clear that these changes are generating the desired results."

     Shaw  continued,  "In the third  quarter,  DIRECTV  U.S added  206,000  net
subscribers  compared  with our  original  estimate for the quarter of 250,000 -
300,000  subscribers.  This shortfall was due to increased  churn resulting from
our decision to aggressively  fight signal piracy by replacing  customers' older
generation  conditional  access  cards as well as slightly  lower than  expected
sales through our national  distribution  network. At the same time,  consistent
with our goal to maximize  profitability,  third quarter  DIRECTV U.S. EBITDA of
$196 million was 31% higher than our original guidance."

     Regarding the pending merger with EchoStar Communications,  Shaw added, "We
are disappointed that the Federal  Communications  Commission has designated the
matter for administrative  hearing. We will continue to work aggressively within
the context of the FCC and Department of Justice  processes to achieve  approval
of the merger."

                                     - 20 -

  For the full year, HUGHES is reducing its consolidated  revenue forecast to
a range of $8.9  billion to $9.0  billion  from a prior range of $9.0 billion to
$9.2 billion and is updating its EBITDA guidance to  approximately  $750 million
from a range of $750 million to $850 million.  The benefits from the increase in
DIRECTV U.S.' full year revenue and EBITDA guidance due to its continued  strong
performance  is more than offset by the negative  effects  from the  devaluation
impact on DIRECTV  Latin America and the slumping  telecommunications  market on
HNS.   HUGHES  is  also  improving  its  guidance  for  cash   requirements   to
approximately  $700 million from a prior range of $1.2 billion to $1.4  billion.
The  improvement  is  mostly  due to the cash  provided  from the sale of equity
investments as well as ongoing efforts to conserve cash. Please see the table at
the  end of this  press  release  for a  complete  listing  of  HUGHES'  current
guidance.

     The  improvements in DIRECTV U.S.  revenues and EBITDA in the third quarter
were partially offset by the further  devaluation of several foreign  currencies
which has negatively impacted the DIRECTV business in Latin America, the absence
of  sales-type  lease  contracts  at  PanAmSat  and lower  sales in the  Carrier
businesses of Hughes Network Systems (HNS).

     In the third quarter of 2002,  HUGHES  reported an operating  loss of $23.0
million  compared with an operating loss of $203.7  million in 2001.  This lower
operating loss was due to the higher EBITDA and the elimination of approximately
$70 million of amortization  expense for goodwill and intangible  assets in 2002
in  accordance  with  Statement of  Financial  Accounting  Standards  Number 142
"Goodwill and Other Intangible  Assets" (SFAS 142). These changes were partially
offset by higher depreciation expense,  mostly at DIRECTV U.S. due to the launch
of two new satellites and additional infrastructure expenditures made during the
last year.

     HUGHES had a third quarter 2002 net loss of $13.6 million compared to a net
loss of $227.2  million in the same  period of 2001.  In  addition  to the lower
operating  loss,  also  impacting the results in the third quarter of 2002 was a
pre-tax gain of $158 million  resulting  from the sale of 8.8 million  shares of
Thomson  Multimedia  common  stock,  a $32  million  write-down  of  two  equity
investments,  a pre-tax loss of $25 million  related to the sale of SkyPerfecTV!
common stock and increased net interest expense. The third quarter 2001 net loss
included  a pre-tax  charge  of $212  million  from the  write-down  of  HUGHES'
SkyPerfecTV!  investment,  a pre-tax gain of $108 million that resulted from the
sale of 4.1 million shares of Thomson  Multimedia  common stock, and a favorable
adjustment  to the expected  costs  associated  with the shutdown of the DIRECTV
Japan business.

                                     - 21 -

                           NINE-MONTH FINANCIAL REVIEW

     For the first nine  months of 2002,  revenues  increased  8.0% to  $6,462.1
million  compared  to $5,981.4  million in the first nine  months of 2001.  This
increase  was  primarily  due to continued  subscriber  growth at DIRECTV in the
United States partially  offset by lower sales in the Carrier  businesses of HNS
and the absence of sales-type lease contracts at PanAmSat.

     EBITDA  through  September of 2002 was $500.8 million and EBITDA margin was
7.7%,  compared  to EBITDA of $271.7  million  and EBITDA  margin of 4.5% in the
first nine  months of 2001.  The 84.3%  increase  in EBITDA and the  increase in
EBITDA margin were primarily attributable to additional gross profit gained from
the DIRECTV U.S.  revenue growth and lower subscriber  acquisition  costs, a $95
million one-time gain based on the favorable resolution of litigation related to
the National Aeronautics and Space Administration's (NASA) breach of contract to
launch ten HUGHES'  satellites,  and the $65 million charge primarily related to
severance  recorded in 2001.  These  improvements  were partially  offset by the
devaluation of several foreign currencies and the costs associated with the 2002
World Cup in the DIRECTV Latin America business, and a one-time EBITDA charge of
$48  million  related  to  losses  associated  with the  final  settlement  of a
contractual dispute with General Electric Capital Corporation (GECC).

     HUGHES' operating loss for the first nine months of 2002 was $289.3 million
compared  with an operating  loss of $579.2  million in the same period of 2001.
The lower loss was due to the higher EBITDA and the elimination of approximately
$204 million of amortization  expense for goodwill and intangible assets in 2002
in  accordance  with SFAS 142.  These  changes were  partially  offset by higher
depreciation  expense,  particularly at DIRECTV U.S. due to the recent launch of
two new satellites and additional  infrastructure  expenditures  made during the
last year.

     For the first  nine  months of 2002,  net  losses  totaled  $325.1  million
compared to net losses of $489.0  million in the same period of 2001.  The lower
net loss was  principally  due to the lower  operating  loss,  the write-down of
HUGHES' SkyPerfecTV!  investment in 2001, the larger pre-tax gain on the sale of
HUGHES'  Thomson  Multimedia  common  stock in 2002  compared  to  2001,  and an
improved  effective  tax rate due to the  favorable  resolution  of certain  tax
contingencies.  These  improvements  were partially offset by an increase in net
interest  expense  including  a  charge  of $74  million  related  to  the  GECC
settlement in 2002 and the  discontinuation of the minority interest  adjustment
related to DIRECTV Latin America.

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2002

                            Direct-To-Home Broadcast

     Third  quarter 2002  revenues for the segment  increased  13.3% to $1,781.0
million  from  $1,572.6  million in the third  quarter of 2001.  The segment had
EBITDA of $139.4 million  compared with negative  EBITDA of $74.2 million in the
third quarter of 2001.  Operating loss was $29.6 million in the third quarter of
2002 compared with an operating  loss of $245.4  million in the same period last
year.

     United    States:    Excluding    subscribers   in   the   National   Rural
Telecommunications Cooperative (NRTC) territories,  DIRECTV's owned and operated
gross subscriber  additions in the quarter were 682,000 and after accounting for
churn,  DIRECTV  added  206,000  net  subscribers.  DIRECTV  owned and  operated
subscribers  totaled 9.20 million as of  September  30, 2002,  14% more than the
8.05 million cumulative  subscribers  attained as of September 30, 2001. For the
third quarter of 2002, the total number of subscribers in NRTC  territories fell
by 31,000,  reducing the total number of NRTC  subscribers  as of September  30,
2002, to 1.72 million.  As a result, the DIRECTV platform ended the quarter with
10.92 million total subscribers.

     DIRECTV reported quarterly  revenues of $1,616 million,  an increase of 19%
from last year's third quarter revenues of $1,363 million.  The increase was due
to continued subscriber growth and higher monthly revenue per subscriber.

                                     - 22 -

    EBITDA for the third  quarter  of 2002 was $196  million.  Excluding  a $48
million  one-time  charge  primarily  related to  severance,  EBITDA in the same
period of 2001 was $20 million.  The  increased  EBITDA was primarily due to the
additional gross profit gained from DIRECTV's  increased revenue,  lower general
and administrative  expenses and lower subscriber  acquisition costs.  Operating
profit  in the  current  quarter  increased  to $94  million  compared  with  an
operating  loss,  excluding  the  severance  charge,  of  $93  million  in  2001
principally  due to the  improved  EBITDA and  reduced  amortization  expense in
accordance  with SFAS  142.  These  increases  were  partially  offset by higher
depreciation  expense,  mostly related to the launch of the DIRECTV 4S satellite
in December 2001 and DIRECTV 5 in May 2002, as well as additional infrastructure
expenditures made during the last year.

     Please refer to the "Selected DIRECTV U.S. Financial Highlights" attachment
for  additional   information  on  DIRECTV's  subscribers  and  other  important
financial metrics.

     DIRECTV DSL: In the third  quarter of 2002,  the DIRECTV DSL service  added
approximately  18,000 net customers.  As of September 30, 2002,  DIRECTV DSL had
about 151,000 residential broadband customers in the United States compared with
about 73,000  customers as of September  30, 2001,  representing  an increase of
approximately 107%.

     The  DIRECTV DSL service  had third  quarter  2002  revenues of $20 million
compared with $9 million reported in the third quarter of 2001. The increase was
driven by the larger  subscriber  base and an  increase  in monthly  revenue per
subscriber.

     DIRECTV DSL had negative EBITDA of $27 million in the quarter compared with
negative  EBITDA of $33 million in the same period last year.  This  improvement
was driven by the additional gross profit gained from the revenue growth as well
as improved operational efficiencies.  DIRECTV DSL's operating loss in the third
quarter of 2002 decreased to $40 million  compared with an operating loss of $44
million in 2001 primarily due to the improved EBITDA.

     Latin America:  Due to extremely  difficult economic  conditions in several
countries  throughout  the region,  the DIRECTV  service in Latin  America  lost
65,000 net  subscribers  in the third  quarter of 2002.  As a result,  the total
number  of  subscribers  in  Latin  America  as of the  end of the  quarter  was
approximately 1,604,000 compared with about 1,497,000 as of September 30, 2001.

     Revenues  for  DIRECTV  Latin  America  were $146  million  for the quarter
compared with $201 million in the third  quarter of 2001.  This decrease was due
to the devaluation of several foreign currencies,  the most significant of which
was in Argentina.

     DIRECTV  Latin  America had negative  EBITDA of $29 million in the quarter.
Excluding a $10 million one-time charge primarily  related to severance,  EBITDA
in the same period of 2001 was  negative $7 million.  The decrease in EBITDA was
primarily due to the  devaluation of several  foreign  currencies in the region.
DIRECTV Latin  America's  operating loss increased to $84 million in the quarter
from an operating loss,  excluding the severance  charge,  of $53 million in the
same period of 2001. The increased loss was due to the increased negative EBITDA
and  higher  depreciation  expense  associated  with  additional  infrastructure
expenditures partially offset by reduced amortization expense in accordance with
SFAS 142.

                                     - 23 -

                               Satellite Services

     PanAmSat,  which is  81%-owned  by HUGHES,  generated  third  quarter  2002
revenues of $199.1  million  compared with $252.9  million in the same period of
the prior year.  EBITDA for the quarter was $145.4 million and EBITDA margin was
73.0%.  Excluding an approximately $7 million one-time charge primarily  related
to severance,  EBITDA in the third quarter of 2001 was $173.1 million and EBITDA
margin was 68.5%. The decrease in revenues and EBITDA was primarily due to a $46
million  sales-type lease recorded in the third quarter of 2001. The increase in
EBITDA margin was primarily due to the company's continued focus on reducing its
operating  costs.  Operating  profit for the quarter was $66.4 million  compared
with operating  profit,  excluding the severance charge, of $69.0 million in the
third  quarter of 2001.  The decline  was  primarily  due to the reduced  EBITDA
mostly  offset by lower  amortization  expense in  accordance  with SFAS 142 and
lower depreciation expense.

     As of September 30, 2002,  PanAmSat had  contracts  for satellite  services
representing  future  payments  (backlog)  of over  $5.50  billion  compared  to
approximately $5.55 billion at the end of the second quarter of 2002.

                                 Network Systems

     Hughes  Network  Systems  (HNS)  generated  third  quarter 2002 revenues of
$300.2  million  compared with $339.7  million in the third quarter of 2001. The
decline was due to lower sales in the Carrier  businesses  primarily  related to
the  substantial  completion  of the XM  Satellite  Radio and Thuraya  Satellite
Telecommunications Company contracts partially offset by higher DIRECTV receiver
shipments.  HNS shipped 737,000 DIRECTV receiver systems in the third quarter of
2002 compared to 500,000 units in the same period last year.

     Additionally,  HNS added approximately  15,000 net DIRECWAY residential and
small  office/home  office  (SOHO)  broadband  customers in the  quarter.  As of
September 30, 2002,  DIRECWAY had  approximately  138,000  residential  and SOHO
subscribers in North America compared to 87,000 one year ago, a 59% increase.

     Excluding  one-time  adjustments  of $9 million for severance  costs and an
inventory  provision,  HNS  reported  negative  EBITDA of $16.5  million  in the
quarter  compared to negative  EBITDA of $22.6  million in the third  quarter of
2001.  Improved  margins in the Satellite  Broadband and Set-Top Box  businesses
were partially  offset by the lower EBITDA  associated with the decline in sales
in the Carrier  businesses.  HNS' operating  loss of $36.5  million,  before the
one-time  adjustments,  was slightly  higher than the prior year's loss of $35.1
million.  The  change  in  operating  loss  was  attributable  to the  increased
depreciation and amortization expense associated with additional  infrastructure
expenditures, partially offset by the improved EBITDA.

                                  BALANCE SHEET

     From  December 31, 2001 to September 30, 2002,  the company's  consolidated
cash balance increased $163.1 million to $863.2 million and total debt increased
$728.7 million to $3,376.0 million. The major uses of cash were $1,030.7 million
for satellite and capital expenditures,  the payment of $180 million to GECC and
the final  purchase  price  adjustment  payment of $134  million to the Raytheon
Company.  Additionally,  in the first nine months of 2002 were  receipts of $215
million from an  insurance  claim on the PAS-7  satellite,  $211 million for the
sale of Thomson  Multimedia  common stock and $95 million from the resolution of
the breach of contract lawsuit with NASA.

     Hughes Electronics Corporation is a unit of General Motors Corporation. The
earnings of Hughes  Electronics are used to calculate the earnings  attributable
to the General Motors Class H common stock (NYSE:GMH).

     A live  webcast  of  HUGHES'  third  quarter  2002  earnings  call  will be
available on the  company's  website at  www.hughes.com.  The call will begin at
2:00 p.m.  ET,  today.  The dial in number for the call is (913)  981-5572.  The
webcast will be archived on the Investor Relations portion of the HUGHES website
and a replay will be  available  (dial in number:  719-457-0820,  code:  278463)
beginning at 2:00 p.m. ET on Wednesday, October 16.

                                     - 24 -

                            Hughes Financial Guidance
--------------------------------------------------------------------------------
                            Fourth Quarter    Prior Full Year    Revised Full
                                 2002              2002            Year 2002
--------------------------------------------------------------------------------
HUGHES
--------------------------------------------------------------------------------
   Revenues                  $2.4 - $2.5B       $9.0 - 9.2B       $8.9 - 9.0B
--------------------------------------------------------------------------------
   EBITDA                    $225 - $275M       $750 - 850M         ~$750M
--------------------------------------------------------------------------------
   Cash Requirements            ~$300M          $1.2 - 1.4B         ~$700M

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

DIRECTV U.S.
--------------------------------------------------------------------------------
   Revenues                    ~$1.75B            ~$6.3B            ~$6.38B
--------------------------------------------------------------------------------
   EBITDA                       ~$150M         $525 - 545M#         ~$580M#
--------------------------------------------------------------------------------
   Net Subscriber Adds       250 - 300K##         ~1.2M##        1.0 - 1.05M##
--------------------------------------------------------------------------------

DIRECTV DSL
--------------------------------------------------------------------------------
   Revenues                    $20 -25M            ~$75M           No Change
--------------------------------------------------------------------------------
   EBITDA                      ~$(30)M        $(110) - (120)M      No Change
--------------------------------------------------------------------------------
   Net Subscriber Adds         10 - 25K          70 - 85K          No Change
--------------------------------------------------------------------------------

DIRECTV Latin America
--------------------------------------------------------------------------------
   Revenues                  $130 - 160M         $745-765M        $670 - 700M
--------------------------------------------------------------------------------
   EBITDA                    $(10) - 10M      $(135) - (155)M   $(180) - (200)M
--------------------------------------------------------------------------------
   Net Subscriber Adds            ~0            120 - 140K            ~0
--------------------------------------------------------------------------------

Hughes Network Systems
--------------------------------------------------------------------------------
   Revenues                     ~$400M            ~$1.3B            ~$1.2B
--------------------------------------------------------------------------------
   EBITDA                     $(5) - 5M        $(50) - (75)M     $(85) - (95)M
--------------------------------------------------------------------------------
   DIRECWAY Net Sub Adds         ~35K              ~100K             ~75K
--------------------------------------------------------------------------------

PanAmSat
--------------------------------------------------------------------------------
   Revenues                  $190 - 200M        $790 - 825M       $805 - 815M
--------------------------------------------------------------------------------
   New Outright Sales            None                              No Change
     and Sales-                                     None
     Type Leases
--------------------------------------------------------------------------------
   EBITDA Margin                 ~72%          70% or higher     72% or higher
--------------------------------------------------------------------------------
   EBITDA                    $135 - 150M        $570 - 590M       $580 - 595M
--------------------------------------------------------------------------------
#   Excludes $56 million EBITDA charge for loss related to GECC lawsuit
##  Excludes subscribers in NRTC territories

(1) 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.  EBITDA is not
presented  as an  alternative  measure  of  operating  results or cash flow from
operations,  as determined in accordance  with accounting  principles  generally
accepted  in the United  States of  America.  EBITDA  does not reflect the funds
available  for  investment  in  the  business  of  HUGHES,  dividends  or  other
discretionary  uses.  EBITDA  as  presented  herein  may  not be  comparable  to
similarly titled measures reported by other companies.

                                       ###

                                     - 25 -

   Selected DIRECTV U.S. Financial Highlights
------------------------------------------------------------------------------------------
                                                            Quarters Ended
                                          ---------------------------------------------------
                                             9/30/01  12/31/01  3/31/02   6/30/02   9/30/02
   DIRECTV U.S. Key Performance Metrics
   ------------------------------------------------------------------------------------------
Average Revenue per User (ARPU),$(1)    $57.30    $61.35   $56.70    $58.10    $59.20
   ------------------------------------------------------------------------------------------
     Subscriber Acquisition Cost (SAC)$(2)     $560      $565     $525      $530      $535
   ------------------------------------------------------------------------------------------
     Churn, %  (3)                              1.9%      1.7%     1.6%      1.7%      1.7%
   ------------------------------------------------------------------------------------------
     Pre-Marketing Cash Flow (PMCF), %           40%       38%      39%       40%       41%
   ------------------------------------------------------------------------------------------

   Subscriber Detail (in millions)
   ----------------------------------
     DIRECTV - Owned & Operated
   ----------------------------------------------=-------------------------------------------
       Residential                             7.55      7.88     8.27      8.46      8.68
   ------------------------------------------------------------------------------------------
       Commercial                              0.31      0.33     0.34      0.37      0.38
   ------------------------------------------------------------------------------------------
       Suspended                               0.19      0.23     0.18      0.16      0.14
   ------------------------------------------------------------------------------------------
         Total DIRECTV - Owned & Operated (4)  8.05      8.44     8.79      8.99      9.20
   ------------------------------------------------------------------------------------------
     NRTC, Total  (5)                          1.87      1.89     1.75      1.75      1.72
   ------------------------------------------------------------------------------------------
           Grand Total                         9.92     10.33    10.54     10.74     10.92
   ------------------------------------------================================================
(1)  Total revenue divided by average period-end total DIRECTV Owned &
          Operated customers
     (2)  Sales and marketing acquisition costs divided by DIRECTV Owned &
          Operated customer gross adds in the period; includes advanced and
          leased set-top boxes
     (3)  Net customer disconnects divided by average period-end DIRECTV Owned
          and Operated customers
     (4)  Excludes pending customers to reflect policy change effective 1/1/02
     (5)  Reflects DIRECTV billing system data except Q1 and Q2 2002 which also
          reflect Pegasus Communicatons Corp. policy change and adjustments
          reported in Pegasus' Form 10Q filings
   -----------------------------------------------------------------------------

                                     - 26 -

CONSOLIDATED STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)
Nine Months
                                                      Third Quarter    Ended September 30,
                                                    ------------------ ------------------
                                                      2002     2001      2002     2001
---------------------------------------------------------------------- ------------------
Revenues
Direct broadcast, leasing and other services        $1,972.3  $1,830.9 $5,834.3  $5,267.7
Product sales                                          241.9     272.4    627.8     713.7
-----------------------------------------------------------------------------------------
Total Revenues                                       2,214.2   2,103.3  6,462.1   5,981.4
-----------------------------------------------------------------------------------------
Operating Costs and Expenses,
    Exclusive of Depreciation and
    Amortization Expense Shown Below
Broadcast programming and other costs                  957.2     830.1  2,939.3   2,355.4
Cost of products sold                                  209.5     246.7    567.2     590.4
Selling, general and administrative expenses           804.0     950.0  2,454.8   2,763.9
Depreciation and amortization                          266.5     280.2    790.1     850.9
-----------------------------------------------------------------------------------------
Total Operating Costs and Expenses                   2,237.2   2,307.0  6,751.4   6,560.6
-----------------------------------------------------------------------------------------

Operating Loss                                         (23.0)   (203.7)  (289.3)   (579.2)

Interest income                                          5.4       9.4     17.1      52.2
Interest expense                                       (76.4)    (40.6)  (275.1)   (134.0)
Other, net                                              78.7     (86.3)    46.0     (90.0)
-----------------------------------------------------------------------------------------
Loss Before Income Taxes, Minority Interests and
      Cumulative Effect of Accounting Change           (15.3)   (321.2)  (501.3)   (751.0)

Income tax benefit                                       5.8      93.1    190.5     217.8
Minority interests in net (earnings) losses
  of subsidiar                                          (4.1)      0.9    (14.3)     51.6
-----------------------------------------------------------------------------------------

Loss before cumulative effect of accounting change     (13.6)   (227.2)  (325.1)   (481.6)
Cumulative effect of accounting change, net of taxes       -         -        -      (7.4)
-----------------------------------------------------------------------------------------

Net Loss                                               (13.6)   (227.2)  (325.1)   (489.0)

Adjustment to exclude the effect of
  GM purchase accounting                                   -       0.9        -       2.5
-----------------------------------------------------------------------------------------

Loss excluding the effect of GM purchase accounting    (13.6)   (226.3)  (325.1)   (486.5)

Preferred stock dividends                                  -     (24.1)   (46.9)    (72.3)
-----------------------------------------------------------------------------------------

Loss Used for Computation of
      Available Separate Consolidated
      Net Income (Loss)                               $(13.6)  $(250.4) $(372.0)  $(558.8)
=========================================================================================

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
      Common Stock outstanding (in millions)
      (Numerator)                                      958.1     876.8    906.6     876.0
Average Class H dividend base (in millions)
      (Denominator)                                  1,381.7   1,300.5  1,330.2   1,299.7
Available Separate Consolidated Net Income (Loss)      $(9.4)  $(168.8) $(253.5)  $(376.6)
=========================================================================================
- 27 -

 CONSOLIDATED BALANCE SHEETS
 (Dollars in Millions)                            September 30,
                                                      2002         December 31,
 ASSETS                                           (Unaudited)          2001
 ------------------------------------------------------------------------------
 Current Assets
 Cash and cash equivalents                               $863.2         $700.1
 Accounts and notes receivable                          1,068.8        1,090.5
 Contracts in process                                     142.8          153.1
 Inventories                                              272.6          360.1
 Deferred income taxes                                    143.6          118.9
 Prepaid expenses and other                               955.7          918.4
 ------------------------------------------------------------------------------

 Total Current Assets                                   3,446.7        3,341.1
 Satellites, net                                        4,940.2        4,806.6
 Property, net                                          2,138.6        2,197.8
 Goodwill, net                                          6,715.3        6,496.6
 Intangible Assets, net                                   445.9          660.2
 Net Investment in Sales-type Leases                      167.8          227.0
 Investments and Other Assets                             910.2        1,480.8
 ------------------------------------------------------------------------------

 Total Assets                                         $18,764.7      $19,210.1
 ==============================================================================

 LIABILITIES AND STOCKHOLDER'S EQUITY
 ------------------------------------------------------------------------------
 Current Liabilities
 Accounts payable                                      $1,143.9       $1,227.5
 Deferred revenues                                        190.4          178.5
 Short-term borrowings and current portion of             985.4        1,658.5
 long-term debt
 Accrued liabilities and other                          1,230.9        1,342.0
 ------------------------------------------------------------------------------

 Total Current Liabilities                              3,550.6        4,406.5
 Long-Term Debt                                         2,390.6          988.8
 Other Liabilities and Deferred Credits                 1,250.2        1,465.1
 Deferred Income Taxes                                    560.5          746.5
 Commitments and Contingencies
 Minority Interests                                       547.6          531.3
 Stockholder's Equity                                  10,465.2       11,071.9
 ------------------------------------------------------------------------------

 Total Liabilities and Stockholder's Equity           $18,764.7      $19,210.1
 ==============================================================================

 Holders of GM Class H common stock have no direct rights in the equity or
 assets of Hughes, but rather have rights in the equity and assets of General
 Motors (which includes 100% of the stock of Hughes).

                                     - 28 -

 SELECTED SEGMENT DATA
 (Dollars in Millions)
 (Unaudited)
Nine Months
                                         Third Quarter            Ended September 30,
                                     --------------------        ---------------------
                                      2002        2001            2002          2001
 -------------------------------------------------------------------------------------
 DIRECT-TO-HOME BROADCAST
Total Revenues                    $1,781.0    $ 1,572.6       $ 5,218.5    $ 4,590.2
 EBITDA (1)                        $  139.4    $   (74.2)      $    97.4    $   (69.5)
 EBITDA Margin (1)                     7.8%          N/A            1.9%          N/A
 Operating Loss                    $  (29.6)   $  (245.4)      $  (381.5)   $  (573.8)
 Depreciation and Amortization     $  169.0    $   171.2       $   478.9    $   504.3
 Capital Expenditures              $  103.9    $   168.6       $   400.6    $   522.5

 -------------------------------------------------------------------------------------
 SATELLITE SERVICES
 Total Revenues                    $  199.1    $   252.9       $   615.5    $   666.4
 EBITDA (1)                        $  145.4    $   166.2       $   447.2    $   440.7
 EBITDA Margin (1)                    73.0%        65.7%           72.7%        66.1%
 Operating Profit                  $   66.4    $    62.1       $   184.5    $   136.0
 Operating Profit Margin              33.4%        24.6%           30.0%        20.4%
 Depreciation and Amortization     $   79.0    $   104.1       $   262.7    $   304.7
 Capital Expenditures              $   76.5    $    80.3       $   260.0    $   241.7

 -------------------------------------------------------------------------------------
 NETWORK SYSTEMS
 Total Revenues                    $  300.2    $   339.7       $   797.4    $   890.1
 EBITDA (1)                        $  (25.5)   $   (22.6)      $   (88.1)   $   (97.7)
 Operating Loss                    $  (45.5)   $   (35.1)      $  (142.7)   $  (144.2)
 Depreciation and Amortization     $   20.0    $    12.5       $    54.6    $    46.5
 Capital Expenditures              $   99.3    $   121.9       $   315.4    $   467.2

 -------------------------------------------------------------------------------------
 ELIMINATIONS and OTHER
 Total Revenues                    $  (66.1)   $   (61.9)      $  (169.3)   $  (165.3)
 EBITDA (1)                        $  (15.8)   $     7.1       $    44.3    $    (1.8)
 Operating Profit (Loss)           $  (14.3)   $    14.7       $    50.4    $     2.8
 Depreciation and Amortization     $   (1.5)   $    (7.6)      $    (6.1)   $    (4.6)
 Capital Expenditures              $   22.6    $    (4.8)      $    54.7    $    (4.0)

 -------------------------------------------------------------------------------------
 TOTAL
 Total Revenues                    $2,214.2    $ 2,103.3       $ 6,462.1    $ 5,981.4
 EBITDA (1)                        $  243.5    $    76.5       $   500.8    $   271.7
 EBITDA Margin (1)                    11.0%         3.6%            7.7%         4.5%
 Operating Loss                    $  (23.0)   $  (203.7)      $  (289.3)   $  (579.2)
 Depreciation and Amortization     $  266.5    $   280.2       $   790.1    $   850.9
 Capital Expenditures              $  302.3    $   366.0       $ 1,030.7    $ 1,227.4

 =====================================================================================
---------------------
1 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.  EBITDA is not presented as
an alternative  measure of operating  results or cash flow from  operations,  as
determined in accordance with accounting  principles  generally  accepted in the
United  States of  America.  EBITDA does not  reflect  the funds  available  for
investment  in the business of HUGHES,  dividends or other  discretionary  uses.
EBITDA as presented  herein may not be comparable to similarly  titled  measures
reported by other companies.

                                       ###

                                     - 29 -

                                    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.

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    October 15, 2002
        ----------------
                                            By
                                            /s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 30-