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) July 17, 2000
                                  ----------------




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




      STATE OF DELAWARE               0-26035                 52-1106564
----------------------------   -----------------------    -------------------
(State or other jurisdiction        (Commission            (I.R.S. Employer
 of incorporation or organization)   File Number)         Identification No.)




                          200 North Sepulveda Boulevard
                          El Segundo, California 90245
                         -------------------------------
                                 (310) 662-9985
                                ----------------
               (Address, including zip code, and telephone number,
        including area code, of registrants' principal executive office)

























                                      - 1 -


ITEM 5. OTHER EVENTS

      On July 17,  2000,  a news  release  was  issued on the  subject of second
quarter consolidated earnings by Hughes Electronics  Corporation  (Hughes).  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  Hughes'  Quarterly  Report on Form  10-Q.  The
release is as follows:

                      Hughes Reports 40% Revenue growth and
                       44% EBITDA growth in Second Quarter

  Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
                        and Increased Sales at PanAmSat;
              Galaxy Latin America Signs Up 1 Millionth Subscriber

      El  Segundo,  Calif.,  July 17,  2000 --  Hughes  Electronics  Corporation
(Hughes),  the world's  leading  provider of digital  television  entertainment,
satellite services and satellite-based private business networks, today reported
second quarter 2000 revenues increased 39.6% to $1,837.0 million,  compared with
$1,316.1  million  in the  second  quarter  of  1999.  EBITDA1  for the  quarter
increased  44.5% to $179.6  million  and EBITDA  margin1  was 9.8%,  compared to
EBITDA of $124.3  million  and EBITDA  margin of 9.4% in the  second  quarter of
1999.

      "We're continuing to see excellent growth in DIRECTV subscribers, which is
driving our  revenue,"  explained  Michael T. Smith,  Hughes  chairman and chief
executive  officer.   "This  growth  is  being  fueled  by  particularly  strong
subscriber  additions  in  our  urban  and  suburban  markets,   driven  by  the
introduction of local channels and growing demand for our unparalleled service."

      Additionally,  Hughes'  78%-owned Latin American  DIRECTV service achieved
its milestone 1 millionth subscriber in June. "We're also seeing an acceleration
in the growth of our Latin American  business with  subscriber  growth more than
doubling in the second quarter," Smith added.

      "PanAmSat also contributed to our solid second quarter revenue growth with
the addition of several new sales-type leases of satellite transponders,  and it
was the major contributor to our EBITDA growth in the quarter," Smith continued.
"With the launch of PAS-9 scheduled for this month, more than half of PanAmSat's
satellite  fleet  expansion plan will be complete,  positioning  them for future
growth."

      Hughes had a second  quarter  2000 loss2 of $63.8  million,  compared to a
loss2 of $92.3 million in the same period for 1999. The lower loss was primarily
due to the net effect of a one-time second quarter 1999 after-tax  charge of $76
million due to increased  development costs and schedule delays in the satellite
manufacturing  businesses,  which are now  reported as  discontinued  operations
pending the closure of their sale to The Boeing  Company.  The higher  EBITDA in
the current quarter was offset by an increase in depreciation  and  amortization
resulting  principally from the mid-1999  acquisitions of USSB and PRIMESTAR and
higher net interest expense.

                           Six-Month Financial Review

      For the first half of 2000,  revenues increased 58.4% to $3,540.1 million,
compared  to  $2,234.5  million  in the  first  half of 1999.  This  growth  was
primarily  the  result of record  subscriber  growth at  DIRECTV  in the  United
States,  as well as additional  revenues  resulting  from the USSB and PRIMESTAR
transactions,  higher  outright  sales and  sales-type  leases at PanAmSat,  and
additional DIRECTV equipment sales at Hughes Network Systems.





                                      - 2 -

      EBITDA  for the first six  months of 2000 was  $332.3  million  and EBITDA
margin was 9.4%, compared to EBITDA of $235.3 million and EBITDA margin of 10.5%
in the same period of 1999. The increase in EBITDA was primarily attributable to
higher outright sales and sales-type  leases at PanAmSat.  The decline in margin
is mainly  attributable  to the increased  marketing  costs  associated with the
record  subscriber  growth at DIRECTV in the United States and in Latin America,
and the lower margins  associated with PanAmSat's  outright sales and sales-type
leases.

      For the first six months of 2000, losses2 totaled $140.4 million, compared
to losses2 of $14.0  million in 1999.  The higher loss was  primarily  due to an
increase  in  depreciation  and  amortization  resulting  principally  from  the
mid-1999 acquisitions of USSB and PRIMESTAR, higher net interest expense, and an
increase in Hughes'  portion of the operating  losses of DIRECTV Japan (reported
in "Other,  net").  Additionally,  in the first  quarter of 2000,  Hughes took a
one-time pre-tax charge of $171 million (also reported in "Other,  net") related
to its agreement with SkyPerfecTV!  and the discontinuation of the DIRECTV Japan
business.  The after-tax impact of this charge was a loss of $13 million,  which
includes the tax benefits  associated  with the write-off of Hughes'  historical
investments in DIRECTV Japan.  These increased  losses were partially  offset by
the higher EBITDA.

                  Segment Financial Review: Second Quarter 2000
                            Direct-To-Home Broadcast

      Second  quarter  revenues  for the  segment  increased  43.9% to  $1,252.2
million  from  $870.2  million in the second  quarter of 1999.  The  segment had
negative EBITDA of $14.0 million  compared with negative EBITDA of $11.5 million
in the second quarter of 1999.

      United States:  DIRECTV reported  quarterly  revenues of $1,129 million, a
45% increase  from last year's  second  quarter  revenues of $778  million.  The
increase was due to continued  strong  subscriber  growth as well as  additional
revenues resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  452,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 24%  increase  over  the  364,000  net new
subscribers added in the second quarter of 1999. In addition,  430,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power   service  in  the  quarter.   As  of  June  30,  2000,  DIRECTV  had
approximately 8.7 million subscribers, including approximately 435,000 customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the second  quarter of 2000 was $26 million  compared to EBITDA
of $13 million in last year's second quarter.  This increase was principally due
to higher EBITDA attained from the larger high-power subscriber base, which more
than offset the higher  marketing costs  associated  with the record  subscriber
growth  in the  quarter,  as well as  EBITDA  contributions  from  the  USSB and
PRIMESTAR transactions.

     Latin America: The DIRECTV business in Latin America generated $122 million
in revenues for the quarter,  up 58% over the $77 million reported in the second
quarter of 1999. This increase was due to continued strong subscriber growth and
additional  revenues  resulting from the  consolidation of Galaxy Brasil,  Ltda.
(GLB)3.

      The DIRECTV  service in Latin America added 101,000 net new subscribers in
the second quarter of 2000, a 115% increase over the 47,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
June 30, 2000 was 1,010,000.

      The DIRECTV  business in Latin America had negative  EBITDA of $40 million
compared  to negative  EBITDA of $18  million  for the same period in 1999.  The
change was  primarily due to the impact of the  consolidation  of GLB and higher
marketing expenses associated with the record subscriber growth.



                                      - 3 -

      Japan:  Hughes'  share of DIRECTV  Japan's  loss was $25  million  for the
quarter,  compared  with a loss of $23  million in the  second  quarter of 1999.
Hughes will continue to report its share of DIRECTV  Japan's  losses  throughout
2000, during which time the business is expected to be discontinued.

                               Satellite Services

      PanAmSat,  which is 81% owned by Hughes,  generated  second  quarter  2000
revenues of $322.3  million  compared  with $200.4  million in the prior  year's
period.  The 60.8%  increase  was driven by new  sales-type  leases of satellite
transponders totaling $123 million, primarily on the recently launched Galaxy XR
and Galaxy IVR  satellites  serving  customers in the United  States and Mexico,
respectively.  Revenues  from outright  sales and  sales-type  leases  represent
substantial  long-term  commitments for PanAmSat services and these transactions
are subject to greater  variation from period to period than are operating lease
revenues.
      Second  quarter  2000 EBITDA for the segment was $221.4  million,  a 46.7%
increase  over second  quarter  1999 EBITDA of $150.9  million.  The increase in
EBITDA  was due to the new  sales-type  leases in the  second  quarter  of 2000.
EBITDA margin in the second quarter of 2000 was 68.7%,  compared to 75.3% in the
same period of 1999.  This decline was due to the lower margins  associated with
the new sales-type leases.


                                 Network Systems

      Hughes  Network  Systems  (HNS) grew second  quarter 2000 revenues 9.0% to
$371.8  million,  versus  $341.1  million  in the second  quarter  of 1999.  The
increased  revenues were driven  principally by higher sales of DIRECTV receiver
equipment. HNS shipped 913,000 DIRECTV receiver systems in the second quarter of
2000,  compared to 495,000 units in the same period last year.  These gains were
partially offset by lower revenues in HNS's wireless  equipment  business due to
the  discontinuation  of certain  narrowband  wireless  businesses  announced in
January, 2000.

      In the quarter,  HNS attained  EBITDA of $0.8 million and EBITDA margin of
0.2%,  compared  to EBITDA of $29.5  million  and 8.6% in the second  quarter of
1999.  The  decline in EBITDA and EBITDA  margin is  primarily  attributable  to
increased  investment in the `AOL Plus Powered by DirecPC' broadband product and
lower revenues  resulting from the  discontinuation  of the narrowband  wireless
businesses.

                                  BALANCE SHEET

      From December 31, 1999 to June 30, 2000, the Company's  consolidated  cash
balance  increased  $39.4  million to $277.6  million  and total debt  increased
$625.9  million to $2,767.3  million.  The principal cash  requirements  for the
first six  months of 2000 were  related to capital  expenditures  for  property,
plant, equipment and satellites.

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

      NOTE: Hughes Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of Hughes to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.






                                      - 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.
2 Equals  reported  Net Loss  excluding  the  effects  of  purchase  accounting
  adjustments  related to General Motors'  acquisition of Hughes in 1985.
3 Galaxy Brasil,  Ltda. (GLB) is the local operating company providing DIRECTV
  service in Brazil,  and its results have been  consolidated  since July of
  1999 when Hughes purchased a majority ownership position.

                                       ###


























































                                      - 5 -

STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
                                                           Six Months Ended
                                   Second Quarter              June 30,
                                   2000        1999        2000        1999
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
  other services                $1,565.4    $1,060.9    $3,037.8    $1,802.0
Product sales                      271.6       255.2       502.3       432.5
----------------------------------------------------------------------------
   Total Revenues                1,837.0     1,316.1     3,540.1     2,234.5
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and
  other costs                      686.7       478.3     1,354.5       778.0
Cost of products sold              234.7       207.8       433.0       358.2
Selling, general, and
  administrative expenses          736.0       505.7     1,420.3       863.0
Depreciation and amortization      224.6       153.2       434.8       271.3
----------------------------------------------------------------------------
   Total Operating Costs and
     Expenses                    1,882.0     1,345.0     3,642.6     2,270.5
----------------------------------------------------------------------------
Operating Loss                     (45.0)      (28.9)     (102.5)      (36.0)

Interest income                      4.3         4.6         8.2        18.2
Interest expense                   (57.8)      (12.4)     (102.7)      (19.3)
Other, net                         (43.3)      (34.1)     (282.5)      (64.7)
----------------------------------------------------------------------------
Loss from Continuing Operations
   Before Income Taxes and
   Minority Interests             (141.8)      (70.8)     (479.5)     (101.8)

Income tax benefit                 (54.8)       (9.5)     (276.6)      (22.9)
Minority interests in net losses
  of subsidiaries                    4.5         6.8        12.1        13.3
----------------------------------------------------------------------------
Loss from continuing operations    (82.5)      (54.5)     (190.8)      (65.6)

Income (loss) from discontinued
  operations, net of taxes          13.4       (43.1)       39.8        41.0
----------------------------------------------------------------------------
Net Loss                           (69.1)      (97.6)     (151.0)      (24.6)
Adjustments to exclude the effect
  of GM purchase accounting
  adjustments                        5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
Loss Excluding the Effect of
  GM Purchase Accounting
  Adjustments                      (63.8)      (92.3)     (140.4)      (14.0)
Preferred stock dividends          (24.1)       (1.6)      (48.8)       (1.6)
-----------------------------------------------------------------------------
Loss Used for Computation of
   Available Separate Consolidated
   Net Loss                       ($87.9)     ($93.9)    ($189.2)     ($15.6)
=============================================================================
Available Separate Consolidated Net Loss
Average number of shares of
  General Motors Class H Common
  Stock outstanding (in millions)
  (Numerator)                      562.7       363.0       488.0       340.8
Average Class H dividend base
  (in millions)(Denominator)     1,297.0     1,244.7     1,295.8     1,222.5
Available Separate Consolidated
  Net Loss                        ($38.1)     ($27.4)     ($71.3)      ($4.3)
=============================================================================

Certain   1999  amounts  have  been   reclassified   to  conform  with  the
2000 presentation.









                                      - 6 -

SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
                                                         Six Months Ended
                                    Second Quarter           June 30,
                                    ---------------------------------------
                                   2000        1999      2000        1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,252.2      $870.2  $2,426.0    $1,426.8
EBITDA (1)                        $(14.0)     $(11.5)   $(23.2)      $(9.1)
Operating Loss                   $(134.8)     $(73.1)  $(260.8)     $(98.0)
Depreciation and Amortization     $120.8       $61.6    $237.6       $88.9
Capital Expenditures (2)           219.1       $78.2     387.1      $155.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $322.3      $200.4    $621.4      $393.9
EBITDA (1)                        $221.4      $150.9    $422.4      $296.9
EBITDA Margin (1)                   68.7%       75.3%     68.0%       75.4%
Operating Profit                  $139.8       $82.4    $267.1      $160.7
Operating Profit Margin             43.4%       41.1%     43.0%       40.8%
Depreciation and Amortization      $81.6       $68.5    $155.3      $136.2
Capital Expenditures (3)           $50.2      $135.4    $208.2      $475.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $371.8      $341.1    $736.3      $572.0
EBITDA (1)                          $0.8       $29.5     $17.6       $30.7
EBITDA Margin (1)                    0.2%        8.6%      2.4%        5.4%
Operating Profit (Loss)           $(17.1)       $9.7    $(17.0)      $(8.2)
Operating Profit Margin            N/A           2.8%      N/A         N/A
Depreciation and Amortization      $17.9       $19.8     $34.6       $38.9
Capital Expenditures (4)           $94.2       $70.6    $161.8       $72.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(109.3)     $(95.6)  $(243.6)    $(158.2)
EBITDA (1)                        $(28.6)     $(44.6)   $(84.5)     $(83.2)
Operating Loss                    $(32.9)     $(47.9)   $(91.8)     $(90.5)
Depreciation and Amortization       $4.3        $3.3      $7.3        $7.3
Capital Expenditures                $1.6      $(18.4)    $22.3      $(50.6)
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,837.0    $1,316.1  $3,540.1    $2,234.5
EBITDA (1)                        $179.6      $124.3    $332.3      $235.3
EBITDA Margin (1)                    9.8%        9.4%      9.4%       10.5%
Operating Loss                    $(45.0)     $(28.9)  $(102.5)     $(36.0)
Depreciation and Amortization     $224.6      $153.2    $434.8      $271.3
Capital Expenditures              $365.1      $265.8    $779.4      $653.2
==========================================================================

Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

(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.
(2)Includes  expenditures  related to  satellites  amounting  to $24.1  million,
   $22.5 million, $35.7 million, and $75.5 million, respectively.
(3)Includes  expenditures  related to  satellites  amounting  to $31.1  million,
   $125.9  million,  $177.1  million,  and $315.6  million,  respectively.  Also
   included  in the first six  months of 1999 is $141.3  million  related to the
   early buy-out of satellite sale-leaseback.
(4)Includes  expenditures  related to  satellites  amounting  to $70.8  million,
   $46.9 million, $124.5 million, and $46.9 million, respectively.







                                      - 7 -


BALANCE SHEET
(Dollars in Millions)
                                                    June 30,
                                                      2000         December 31,
ASSETS                                            (Unaudited)          1999
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $277.6           $238.2
Accounts and notes receivable                       1,048.8            960.9
Contracts in process                                  148.3            155.8
Inventories                                           327.8            236.1
Net assets of discontinued operations               1,201.3          1,224.6
Deferred income taxes                                 536.6            254.3
Prepaid expenses and other                            776.3            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,316.7          3,858.0
Satellites - net                                    4,096.1          3,907.3
Property - net                                      1,441.0          1,223.0
Net Investment in Sales-type Leases                   262.5            146.1
Intangible Assets - net                             7,271.2          7,406.0
Investments and Other Assets                        2,336.8          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $19,724.3        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,044.7         $1,062.2
Deferred revenues                                     147.0            130.5
Short-term borrowings and current portion of
  long-term debt                                      850.8            555.4
Accrued liabilities and other                       1,244.5            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,287.0          2,642.1
Long-Term Debt                                      1,916.5          1,586.0
Other Liabilities and Deferred Credits              1,431.9          1,454.2
Deferred Income Taxes                                 940.0            689.1
Commitments and Contingencies
Minority Interests                                    592.2            544.3
Stockholder's Equity                               11,556.7         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $19,724.3        $18,597.0
============================================================================

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).


















                                      - 8 -


                                    SIGNATURE


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


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



                                       By
Date July 18, 2000                     /s/Roxanne S. Austin
     ----------------                  -----------------------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)

















































                                      - 9 -
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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) July 17, 2000
                                  ----------------

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

      STATE OF DELAWARE               0-26035                 52-1106564
----------------------------   -----------------------    -------------------
(State or other jurisdiction        (Commission            (I.R.S. Employer
 of incorporation or organization)   File Number)         Identification No.)

                          200 North Sepulveda Boulevard
                          El Segundo, California 90245
                         -------------------------------
                                 (310) 662-9985
                                ----------------
               (Address, including zip code, and telephone number,
        including area code, of registrants' principal executive office)

                                      - 1 -

ITEM 5. OTHER EVENTS

      On July 17,  2000,  a news  release  was  issued on the  subject of second
quarter consolidated earnings by Hughes Electronics  Corporation  (Hughes).  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  Hughes'  Quarterly  Report on Form  10-Q.  The
release is as follows:

                      Hughes Reports 40% Revenue growth and
                       44% EBITDA growth in Second Quarter

  Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
                        and Increased Sales at PanAmSat;
              Galaxy Latin America Signs Up 1 Millionth Subscriber

      El  Segundo,  Calif.,  July 17,  2000 --  Hughes  Electronics  Corporation
(Hughes),  the world's  leading  provider of digital  television  entertainment,
satellite services and satellite-based private business networks, today reported
second quarter 2000 revenues increased 39.6% to $1,837.0 million,  compared with
$1,316.1  million  in the  second  quarter  of  1999.  EBITDA1  for the  quarter
increased  44.5% to $179.6  million  and EBITDA  margin1  was 9.8%,  compared to
EBITDA of $124.3  million  and EBITDA  margin of 9.4% in the  second  quarter of
1999.

      "We're continuing to see excellent growth in DIRECTV subscribers, which is
driving our  revenue,"  explained  Michael T. Smith,  Hughes  chairman and chief
executive  officer.   "This  growth  is  being  fueled  by  particularly  strong
subscriber  additions  in  our  urban  and  suburban  markets,   driven  by  the
introduction of local channels and growing demand for our unparalleled service."

      Additionally,  Hughes'  78%-owned Latin American  DIRECTV service achieved
its milestone 1 millionth subscriber in June. "We're also seeing an acceleration
in the growth of our Latin American  business with  subscriber  growth more than
doubling in the second quarter," Smith added.

      "PanAmSat also contributed to our solid second quarter revenue growth with
the addition of several new sales-type leases of satellite transponders,  and it
was the major contributor to our EBITDA growth in the quarter," Smith continued.
"With the launch of PAS-9 scheduled for this month, more than half of PanAmSat's
satellite  fleet  expansion plan will be complete,  positioning  them for future
growth."

      Hughes had a second  quarter  2000 loss2 of $63.8  million,  compared to a
loss2 of $92.3 million in the same period for 1999. The lower loss was primarily
due to the net effect of a one-time second quarter 1999 after-tax  charge of $76
million due to increased  development costs and schedule delays in the satellite
manufacturing  businesses,  which are now  reported as  discontinued  operations
pending the closure of their sale to The Boeing  Company.  The higher  EBITDA in
the current quarter was offset by an increase in depreciation  and  amortization
resulting  principally from the mid-1999  acquisitions of USSB and PRIMESTAR and
higher net interest expense.

                           Six-Month Financial Review

      For the first half of 2000,  revenues increased 58.4% to $3,540.1 million,
compared  to  $2,234.5  million  in the  first  half of 1999.  This  growth  was
primarily  the  result of record  subscriber  growth at  DIRECTV  in the  United
States,  as well as additional  revenues  resulting  from the USSB and PRIMESTAR
transactions,  higher  outright  sales and  sales-type  leases at PanAmSat,  and
additional DIRECTV equipment sales at Hughes Network Systems.

                                      - 2 -

      EBITDA  for the first six  months of 2000 was  $332.3  million  and EBITDA
margin was 9.4%, compared to EBITDA of $235.3 million and EBITDA margin of 10.5%
in the same period of 1999. The increase in EBITDA was primarily attributable to
higher outright sales and sales-type  leases at PanAmSat.  The decline in margin
is mainly  attributable  to the increased  marketing  costs  associated with the
record  subscriber  growth at DIRECTV in the United States and in Latin America,
and the lower margins  associated with PanAmSat's  outright sales and sales-type
leases.

      For the first six months of 2000, losses2 totaled $140.4 million, compared
to losses2 of $14.0  million in 1999.  The higher loss was  primarily  due to an
increase  in  depreciation  and  amortization  resulting  principally  from  the
mid-1999 acquisitions of USSB and PRIMESTAR, higher net interest expense, and an
increase in Hughes'  portion of the operating  losses of DIRECTV Japan (reported
in "Other,  net").  Additionally,  in the first  quarter of 2000,  Hughes took a
one-time pre-tax charge of $171 million (also reported in "Other,  net") related
to its agreement with SkyPerfecTV!  and the discontinuation of the DIRECTV Japan
business.  The after-tax impact of this charge was a loss of $13 million,  which
includes the tax benefits  associated  with the write-off of Hughes'  historical
investments in DIRECTV Japan.  These increased  losses were partially  offset by
the higher EBITDA.

                  Segment Financial Review: Second Quarter 2000
                            Direct-To-Home Broadcast

      Second  quarter  revenues  for the  segment  increased  43.9% to  $1,252.2
million  from  $870.2  million in the second  quarter of 1999.  The  segment had
negative EBITDA of $14.0 million  compared with negative EBITDA of $11.5 million
in the second quarter of 1999.

      United States:  DIRECTV reported  quarterly  revenues of $1,129 million, a
45% increase  from last year's  second  quarter  revenues of $778  million.  The
increase was due to continued  strong  subscriber  growth as well as  additional
revenues resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  452,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 24%  increase  over  the  364,000  net new
subscribers added in the second quarter of 1999. In addition,  430,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power   service  in  the  quarter.   As  of  June  30,  2000,  DIRECTV  had
approximately 8.7 million subscribers, including approximately 435,000 customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the second  quarter of 2000 was $26 million  compared to EBITDA
of $13 million in last year's second quarter.  This increase was principally due
to higher EBITDA attained from the larger high-power subscriber base, which more
than offset the higher  marketing costs  associated  with the record  subscriber
growth  in the  quarter,  as well as  EBITDA  contributions  from  the  USSB and
PRIMESTAR transactions.

     Latin America: The DIRECTV business in Latin America generated $122 million
in revenues for the quarter,  up 58% over the $77 million reported in the second
quarter of 1999. This increase was due to continued strong subscriber growth and
additional  revenues  resulting from the  consolidation of Galaxy Brasil,  Ltda.
(GLB)3.

      The DIRECTV  service in Latin America added 101,000 net new subscribers in
the second quarter of 2000, a 115% increase over the 47,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
June 30, 2000 was 1,010,000.

      The DIRECTV  business in Latin America had negative  EBITDA of $40 million
compared  to negative  EBITDA of $18  million  for the same period in 1999.  The
change was  primarily due to the impact of the  consolidation  of GLB and higher
marketing expenses associated with the record subscriber growth.

                                      - 3 -

      Japan:  Hughes'  share of DIRECTV  Japan's  loss was $25  million  for the
quarter,  compared  with a loss of $23  million in the  second  quarter of 1999.
Hughes will continue to report its share of DIRECTV  Japan's  losses  throughout
2000, during which time the business is expected to be discontinued.

                               Satellite Services

      PanAmSat,  which is 81% owned by Hughes,  generated  second  quarter  2000
revenues of $322.3  million  compared  with $200.4  million in the prior  year's
period.  The 60.8%  increase  was driven by new  sales-type  leases of satellite
transponders totaling $123 million, primarily on the recently launched Galaxy XR
and Galaxy IVR  satellites  serving  customers in the United  States and Mexico,
respectively.  Revenues  from outright  sales and  sales-type  leases  represent
substantial  long-term  commitments for PanAmSat services and these transactions
are subject to greater  variation from period to period than are operating lease
revenues.
      Second  quarter  2000 EBITDA for the segment was $221.4  million,  a 46.7%
increase  over second  quarter  1999 EBITDA of $150.9  million.  The increase in
EBITDA  was due to the new  sales-type  leases in the  second  quarter  of 2000.
EBITDA margin in the second quarter of 2000 was 68.7%,  compared to 75.3% in the
same period of 1999.  This decline was due to the lower margins  associated with
the new sales-type leases.

                                 Network Systems

      Hughes  Network  Systems  (HNS) grew second  quarter 2000 revenues 9.0% to
$371.8  million,  versus  $341.1  million  in the second  quarter  of 1999.  The
increased  revenues were driven  principally by higher sales of DIRECTV receiver
equipment. HNS shipped 913,000 DIRECTV receiver systems in the second quarter of
2000,  compared to 495,000 units in the same period last year.  These gains were
partially offset by lower revenues in HNS's wireless  equipment  business due to
the  discontinuation  of certain  narrowband  wireless  businesses  announced in
January, 2000.

      In the quarter,  HNS attained  EBITDA of $0.8 million and EBITDA margin of
0.2%,  compared  to EBITDA of $29.5  million  and 8.6% in the second  quarter of
1999.  The  decline in EBITDA and EBITDA  margin is  primarily  attributable  to
increased  investment in the `AOL Plus Powered by DirecPC' broadband product and
lower revenues  resulting from the  discontinuation  of the narrowband  wireless
businesses.

                                  BALANCE SHEET

      From December 31, 1999 to June 30, 2000, the Company's  consolidated  cash
balance  increased  $39.4  million to $277.6  million  and total debt  increased
$625.9  million to $2,767.3  million.  The principal cash  requirements  for the
first six  months of 2000 were  related to capital  expenditures  for  property,
plant, equipment and satellites.

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

      NOTE: Hughes Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of Hughes to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.

                                      - 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.
2 Equals  reported  Net Loss  excluding  the  effects  of  purchase  accounting
  adjustments  related to General Motors'  acquisition of Hughes in 1985.
3 Galaxy Brasil,  Ltda. (GLB) is the local operating company providing DIRECTV
  service in Brazil,  and its results have been  consolidated  since July of
  1999 when Hughes purchased a majority ownership position.

                                       ###

                                      - 5 -

STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
                                                           Six Months Ended
                                   Second Quarter              June 30,
                                   2000        1999        2000        1999
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
  other services                $1,565.4    $1,060.9    $3,037.8    $1,802.0
Product sales                      271.6       255.2       502.3       432.5
----------------------------------------------------------------------------
   Total Revenues                1,837.0     1,316.1     3,540.1     2,234.5
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and
  other costs                      686.7       478.3     1,354.5       778.0
Cost of products sold              234.7       207.8       433.0       358.2
Selling, general, and
  administrative expenses          736.0       505.7     1,420.3       863.0
Depreciation and amortization      224.6       153.2       434.8       271.3
----------------------------------------------------------------------------
   Total Operating Costs and
     Expenses                    1,882.0     1,345.0     3,642.6     2,270.5
----------------------------------------------------------------------------
Operating Loss                     (45.0)      (28.9)     (102.5)      (36.0)

Interest income                      4.3         4.6         8.2        18.2
Interest expense                   (57.8)      (12.4)     (102.7)      (19.3)
Other, net                         (43.3)      (34.1)     (282.5)      (64.7)
----------------------------------------------------------------------------
Loss from Continuing Operations
   Before Income Taxes and
   Minority Interests             (141.8)      (70.8)     (479.5)     (101.8)

Income tax benefit                 (54.8)       (9.5)     (276.6)      (22.9)
Minority interests in net losses
  of subsidiaries                    4.5         6.8        12.1        13.3
----------------------------------------------------------------------------
Loss from continuing operations    (82.5)      (54.5)     (190.8)      (65.6)

Income (loss) from discontinued
  operations, net of taxes          13.4       (43.1)       39.8        41.0
----------------------------------------------------------------------------
Net Loss                           (69.1)      (97.6)     (151.0)      (24.6)
Adjustments to exclude the effect
  of GM purchase accounting
  adjustments                        5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
Loss Excluding the Effect of
  GM Purchase Accounting
  Adjustments                      (63.8)      (92.3)     (140.4)      (14.0)
Preferred stock dividends          (24.1)       (1.6)      (48.8)       (1.6)
-----------------------------------------------------------------------------
Loss Used for Computation of
   Available Separate Consolidated
   Net Loss                       ($87.9)     ($93.9)    ($189.2)     ($15.6)
=============================================================================
Available Separate Consolidated Net Loss
Average number of shares of
  General Motors Class H Common
  Stock outstanding (in millions)
  (Numerator)                      562.7       363.0       488.0       340.8
Average Class H dividend base
  (in millions)(Denominator)     1,297.0     1,244.7     1,295.8     1,222.5
Available Separate Consolidated
  Net Loss                        ($38.1)     ($27.4)     ($71.3)      ($4.3)
=============================================================================

Certain   1999  amounts  have  been   reclassified   to  conform  with  the
2000 presentation.

                                      - 6 -

SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
                                                         Six Months Ended
                                    Second Quarter           June 30,
                                    ---------------------------------------
                                   2000        1999      2000        1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,252.2      $870.2  $2,426.0    $1,426.8
EBITDA (1)                        $(14.0)     $(11.5)   $(23.2)      $(9.1)
Operating Loss                   $(134.8)     $(73.1)  $(260.8)     $(98.0)
Depreciation and Amortization     $120.8       $61.6    $237.6       $88.9
Capital Expenditures (2)           219.1       $78.2     387.1      $155.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $322.3      $200.4    $621.4      $393.9
EBITDA (1)                        $221.4      $150.9    $422.4      $296.9
EBITDA Margin (1)                   68.7%       75.3%     68.0%       75.4%
Operating Profit                  $139.8       $82.4    $267.1      $160.7
Operating Profit Margin             43.4%       41.1%     43.0%       40.8%
Depreciation and Amortization      $81.6       $68.5    $155.3      $136.2
Capital Expenditures (3)           $50.2      $135.4    $208.2      $475.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $371.8      $341.1    $736.3      $572.0
EBITDA (1)                          $0.8       $29.5     $17.6       $30.7
EBITDA Margin (1)                    0.2%        8.6%      2.4%        5.4%
Operating Profit (Loss)           $(17.1)       $9.7    $(17.0)      $(8.2)
Operating Profit Margin            N/A           2.8%      N/A         N/A
Depreciation and Amortization      $17.9       $19.8     $34.6       $38.9
Capital Expenditures (4)           $94.2       $70.6    $161.8       $72.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(109.3)     $(95.6)  $(243.6)    $(158.2)
EBITDA (1)                        $(28.6)     $(44.6)   $(84.5)     $(83.2)
Operating Loss                    $(32.9)     $(47.9)   $(91.8)     $(90.5)
Depreciation and Amortization       $4.3        $3.3      $7.3        $7.3
Capital Expenditures                $1.6      $(18.4)    $22.3      $(50.6)
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,837.0    $1,316.1  $3,540.1    $2,234.5
EBITDA (1)                        $179.6      $124.3    $332.3      $235.3
EBITDA Margin (1)                    9.8%        9.4%      9.4%       10.5%
Operating Loss                    $(45.0)     $(28.9)  $(102.5)     $(36.0)
Depreciation and Amortization     $224.6      $153.2    $434.8      $271.3
Capital Expenditures              $365.1      $265.8    $779.4      $653.2
==========================================================================

Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

(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.
(2)Includes  expenditures  related to  satellites  amounting  to $24.1  million,
   $22.5 million, $35.7 million, and $75.5 million, respectively.
(3)Includes  expenditures  related to  satellites  amounting  to $31.1  million,
   $125.9  million,  $177.1  million,  and $315.6  million,  respectively.  Also
   included  in the first six  months of 1999 is $141.3  million  related to the
   early buy-out of satellite sale-leaseback.
(4)Includes  expenditures  related to  satellites  amounting  to $70.8  million,
   $46.9 million, $124.5 million, and $46.9 million, respectively.

                                      - 7 -

BALANCE SHEET
(Dollars in Millions)
                                                    June 30,
                                                      2000         December 31,
ASSETS                                            (Unaudited)          1999
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $277.6           $238.2
Accounts and notes receivable                       1,048.8            960.9
Contracts in process                                  148.3            155.8
Inventories                                           327.8            236.1
Net assets of discontinued operations               1,201.3          1,224.6
Deferred income taxes                                 536.6            254.3
Prepaid expenses and other                            776.3            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,316.7          3,858.0
Satellites - net                                    4,096.1          3,907.3
Property - net                                      1,441.0          1,223.0
Net Investment in Sales-type Leases                   262.5            146.1
Intangible Assets - net                             7,271.2          7,406.0
Investments and Other Assets                        2,336.8          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $19,724.3        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,044.7         $1,062.2
Deferred revenues                                     147.0            130.5
Short-term borrowings and current portion of
  long-term debt                                      850.8            555.4
Accrued liabilities and other                       1,244.5            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,287.0          2,642.1
Long-Term Debt                                      1,916.5          1,586.0
Other Liabilities and Deferred Credits              1,431.9          1,454.2
Deferred Income Taxes                                 940.0            689.1
Commitments and Contingencies
Minority Interests                                    592.2            544.3
Stockholder's Equity                               11,556.7         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $19,724.3        $18,597.0
============================================================================

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).

                                      - 8 -

                                    SIGNATURE

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

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

                                       By
Date July 18, 2000                     /s/Roxanne S. Austin
     ----------------                  -----------------------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)

                                      - 9 -