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 15, 2002
                                  --------------




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




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




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











                                      - 1 -


ITEM 5. OTHER EVENTS

      On July 15, 2002, 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 SECOND QUARTER 2002 RESULTS DRIVEN BY STRONG DIRECTV U.S.
                              FINANCIAL PERFORMANCE

         HUGHES Revenues Grow 11.3% -- $2,210 million vs. $1,985 million
          HUGHES EBITDA Increases 50.1% -- $123 million vs. $82 million
 Reaffirms HUGHES Full-Year Revenue and EBITDA Guidance, Improves Cash Forecast


      El Segundo, Calif., July 15, 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 second quarter 2002 revenues increased 11.3% to
$2,209.7 million, compared with $1,985.1 million in the second quarter of 2001.
EBITDA1 for the quarter increased 50.1% to $123.1 million compared with $82.0
million in the second quarter of last year. EBITDA margin1 was 5.6% in the
quarter compared with an EBITDA margin of 4.1% last year. The operating loss for
the quarter was $138.5 million compared with an operating loss of $223.0 million
in the second quarter of 2001.

     "The  improving  financial  performance  at DIRECTV U.S.  continues to fuel
HUGHES'  growth,"  said Jack A.  Shaw,  HUGHES'  president  and chief  executive
officer.  "DIRECTV U.S. had quarterly revenues of $1,549 million, which were 15%
higher than last year,  primarily  due to  subscriber  growth during the last 12
months."

      Shaw added, "DIRECTV U.S. was also the driving force behind our EBITDA
growth. As a result of the strong revenue growth and lower subscriber
acquisition costs, the DIRECTV U.S. EBITDA of $148 million was nearly double
last year's second quarter result. In addition, excluding the losses from the
World Cup soccer tournament at DIRECTV Latin America, each of our business units
showed improvement in EBITDA compared to last year.

      "Although DIRECTV U.S. net subscriber additions of 202,000 fell short of
our target of 225,000 to 250,000 for the second quarter, we gained 53% more
subscribers than in last year's second quarter. Furthermore, because the
operating performance of the business continues to improve, we are increasing
DIRECTV U.S.' full year estimates for revenue and EBITDA, while maintaining our
year-end subscriber guidance."

      In the second quarter of 2002, HUGHES reported an operating loss of $138.5
million compared with an operating loss of $223.0 million in 2001. This lower
operating loss was due to higher EBITDA and the elimination of approximately $72
million of goodwill amortization expense in 2002 as a result of adopting the new
Statement of Financial Accounting Standards Number 142 (SFAS 142) accounting
rules for goodwill and intangible assets. These changes were partially offset by
higher depreciation expense in each of HUGHES' operating segments, mostly at
DIRECTV U.S. due to the launch of two new satellites as well as additional
infrastructure expenditures made during the last year.

      HUGHES had a second quarter 2002 net loss of $155.1 million compared to a
net loss of $156.5 million in the same period of 2001. The lower operating loss
and a $37 million gain resulting from the favorable resolution of remaining
contingencies associated with the exit from the DIRECTV Japan business (recorded
in Other, net), were mostly offset by increased net interest expense including
an interest charge of $47 million for losses associated with the final
settlement of a contractual dispute with General Electric Capital Corporation
(GECC), and the discontinuation of the minority interest adjustment related to
DIRECTV Latin America.

                           SIX-MONTH FINANCIAL REVIEW

      For the first half of 2002, revenues increased 9.5 % to $4,247.9 million,
compared to $3,878.1 million in the first half of 2001. This increase was due to
continued subscriber growth at DIRECTV in the United States and revenues
associated with the 2002 World Cup at DIRECTV Latin America, partially offset by
lower sales in the Carrier businesses of Hughes Network Systems (HNS).

      EBITDA for the first six months of 2002 was $257.3 million and EBITDA
margin was 6.1%, compared to EBITDA of $195.2 million and EBITDA margin of 5.0%
in the first half of 2001. The 31.8% increase in EBITDA and the increase in
EBITDA margin were primarily attributable to DIRECTV U.S.' additional gross
profit gained from its 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 improved operational efficiencies
at PanAmSat. 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, a one-time EBITDA charge of $48 million
related to the GECC settlement, as well as the inclusion of DIRECTV Broadband
for two full quarters in 2002. DIRECTV Broadband, formerly known as Telocity,
was purchased April 1, 2001.

      HUGHES' operating loss for the first six months of 2002 was $266.3 million
compared with an operating loss of $375.5 million in the first half of 2001. The
lower loss was due to the higher EBITDA and the elimination of approximately
$134 million of goodwill amortization expense in 2002 as a result of adopting
SFAS 142. These changes were partially offset by higher depreciation expenses,
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 six months of 2002, net losses totaled $311.5 million
compared to net losses of $261.8 million in the same period of 2001. The
increased net loss was principally due to an increase in net interest expense
including a charge of $74 million ($27 million of which was recorded in the
first quarter of 2002) related to the GECC settlement, and the discontinuation
of the minority interest adjustment related to DIRECTV Latin America. These
declines more than offset the benefits from the lower operating loss, and an
improved effective tax rate due to the favorable resolution of certain tax
contingencies.



                  SEGMENT FINANCIAL REVIEW: SECOND QUARTER 2002

                            Direct-To-Home Broadcast

      Second quarter 2002 revenues for the segment increased 17.4% to $1,793.7
million from $1,527.7 million in the second quarter of 2001. The segment had
EBITDA of $20.6 million compared with negative EBITDA of $1.3 million in the
second quarter of 2001. Operating loss was $136.4 million in the second quarter
of 2002 compared with an operating loss of $182.9 million in the same period
last year.

      United States: Excluding those markets in the National Rural
Telecommunications Cooperative (NRTC) territories, DIRECTV's owned and operated
gross subscriber additions in the quarter were 654,000 and after accounting for
churn, DIRECTV added 202,000 net subscribers. DIRECTV owned and operated
subscribers totaled 8.99 million as of June 30, 2002, 15% more than the 7.80
million cumulative subscribers attained as of June 30, 2001. For the second
quarter of 2002, the total number of subscribers in NRTC territories was
unchanged, leaving the total number of NRTC subscribers as of June 30, 2002, at
1.75 million. As a result, the DIRECTV platform ended the quarter with 10.74
million total subscribers.

      DIRECTV reported quarterly revenues of $1,549 million, an increase of 15%
from last year's second quarter revenues of $1,345 million. The increase was
primarily due to continued subscriber growth.
      EBITDA for the second quarter of 2002 was $148 million, nearly double last
year's EBITDA of $75 million. This increase was primarily due to the additional
gross profit gained from DIRECTV's increased revenue and lower subscriber
acquisition costs, partially offset by an increase in retention marketing costs
associated with higher levels of set-top box sales to existing subscribers.
Operating profit in the current quarter was $53 million compared with an
operating loss of $39 million in 2001. The improved EBITDA and reduced
amortization from the adoption of SFAS 142 was partially offset by increased
depreciation, mostly related to the launches 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 second quarter of 2002, the DIRECTV DSL service added
approximately 20,000 net customers. As of June 30, 2002, DIRECTV DSL had about
133,000 residential broadband customers in the United States compared with about
68,000 customers as of June 30, 2001, representing an increase of approximately
96%.

      The DIRECTV DSL service had second quarter 2002 revenues of $18 million
compared with $7 million reported in the second quarter of 2001. The increase
was driven by the larger subscriber base and an increase in average revenue per
subscriber.

      DIRECTV DSL had negative EBITDA of $29 million in the quarter, an
improvement over the negative $41 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 second quarter of 2002 decreased to $41 million compared with an
operating loss of $58 million in 2001. The change was due to the improved EBITDA
and reduced amortization from the adoption of SFAS 142.

      Latin America: The DIRECTV service in Latin America added 27,000 net
subscribers in the second quarter of 2002, bringing the total number of
subscribers in Latin America as of the end of the quarter to approximately
1,669,000 compared with about 1,431,000 as of June 30, 2001, representing an
increase of approximately 17%.

      Revenues for DIRECTV Latin America increased to $227 million for the
quarter compared with $175 million in the second quarter of 2001. This increase
was due to revenue generated from the 2002 World Cup soccer tournament and the
larger subscriber base, partially offset by the devaluation of several foreign
currencies, primarily in Argentina.

      DIRECTV Latin America had negative EBITDA of $99 million in the quarter
compared to negative EBITDA of $35 million in the same period of 2001. Also in
the quarter, DIRECTV Latin America's operating loss increased to $148 million
from an operating loss of $87 million in the same period of 2001. The increased
negative EBITDA and operating loss were primarily due to a $75 million loss
associated with the World Cup, as well as the devaluation of several foreign
currencies, partially offset by the effects of ongoing cost reductions.

                               Satellite Services

      PanAmSat, which is 81%-owned by HUGHES, generated second quarter 2002
revenues of $209.3 million compared with $208.3 million in the same period of
the prior year. The slight increase was primarily due to higher occasional
service revenues related to the global broadcast distribution of the World Cup,
partially offset by reduced program distribution and direct-to-home video
revenues.

      EBITDA for the quarter was $150.7 million and EBITDA margin was 72.0%,
compared with second quarter 2001 EBITDA of $134.5 million and EBITDA margin of
64.6%. The increase in EBITDA and EBITDA margin was principally due to the
company's continued focus on reducing its operating costs. Operating profit for
the quarter was $61.0 million compared with operating profit of $32.8 million in
the second quarter of 2001. The improvement was primarily due to the increase in
EBITDA and the reduced amortization from the adoption of SFAS 142.

      As of June 30, 2002, PanAmSat had contracts for satellite services
representing future payments (backlog) of over $5.55 billion compared to
approximately $5.72 billion at the end of the first quarter of 2002.


                                 Network Systems

      Hughes Network Systems (HNS) generated second quarter 2002 revenues of
$254.4 million compared with $302.2 million in the second 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. HNS shipped 512,000 DIRECTV receiver
systems in the second quarter of 2002 compared to 413,000 units in the same
period last year.

      Additionally, HNS added approximately 12,000 net DIRECWAY residential and
small office/home office (SOHO) broadband customers in the quarter. As of June
30, 2002, DIRECWAY had over 123,000 residential and SOHO subscribers in North
America compared to 74,000 one year ago, a 66% increase.

      HNS reported negative EBITDA of $29.5 million in the quarter compared to
negative EBITDA of $36.8 million in the second quarter of 2001. HNS' operating
loss in the second quarter of 2002 was $46.1 million compared with an operating
loss of $56.5 million in the same period last year. The change in EBITDA and
operating loss was primarily attributable to improved operating margins on the
increased DIRECTV receiver shipments.

                                  BALANCE SHEET

      From December 31, 2001 to June 30, 2002, the company's consolidated cash
balance increased $136.0 million to $836.1 million and total debt increased
$832.7 million to $3,480.0 million. The major uses of cash were $728 million for
satellite and capital expenditures, the payment of $180 million to GECC and the
final purchase price adjustment payment to the Raytheon Company of $134 million.
Additionally in the first half of 2002, PanAmSat received approximately $215
million from an insurance claim on the PAS-7 satellite and HUGHES received $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' second 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) 981-5523. The
webcast will be archived on the Investor Relations portion of the HUGHES website
and a replay will be available (dial in number: 888-203-1112, code: 292489)
beginning at 2:00 p.m. ET on Wednesday, July 17.




                            HUGHES FINANCIAL GUIDANCE
--------------------------------------------------------------------------------
                          Third Quarter 2002  Prior Full Year    Revised Full
                                                   2002            Year 2002
--------------------------------------------------------------------------------
HUGHES
--------------------------------------------------------------------------------
   Revenues                  $2.2 - 2.25B       $9.0 - 9.2B        No Change
--------------------------------------------------------------------------------
   EBITDA                    $175 - 225M        $750 - 850M        No Change
--------------------------------------------------------------------------------
   Cash Requirements             N/A            $1.5 - 1.7B       $1.2 - 1.4B
--------------------------------------------------------------------------------
DIRECTV U.S.
--------------------------------------------------------------------------------
   Revenues                     ~$1.6B            ~$6.2B            ~$6.3B
--------------------------------------------------------------------------------
   EBITDA                       ~$150M            ~$525M#        $525 - 545M#
--------------------------------------------------------------------------------
   Net Subscriber Adds        250 - 300K          ~1.2M##          No Change
--------------------------------------------------------------------------------
DIRECTV DSL
--------------------------------------------------------------------------------
   Revenues                      N/A               ~$75M           No Change
--------------------------------------------------------------------------------
   EBITDA                   $(25) - (30)M        ~$(100)M       $(110) - (120)M
--------------------------------------------------------------------------------
   Net Subscriber Adds         15 - 20K            ~100K           70 - 85K
--------------------------------------------------------------------------------
DIRECTV Latin America
--------------------------------------------------------------------------------
   Revenues                   170 -180M         $800 - 850M        $745-765M
--------------------------------------------------------------------------------
   EBITDA                    (15) - (25)M        ~$(100)M       $(135) - (155)M
--------------------------------------------------------------------------------
   Net Subscriber Adds         15 - 20K         150 - 200K        120 - 140K
--------------------------------------------------------------------------------
Hughes Network Systems
--------------------------------------------------------------------------------
   Revenues                  $275 - 325M        $1.3 - 1.4B         ~$1.3B
--------------------------------------------------------------------------------
   EBITDA                    $(20) -(35)M      $(50) - (75)M       No Change
--------------------------------------------------------------------------------
   DIRECWAY Net Sub Adds         N/A            100 - 200K           ~100K
--------------------------------------------------------------------------------
PanAmSat
--------------------------------------------------------------------------------
   Revenues                  $190 - 200M        $790 - 825M        No Change
--------------------------------------------------------------------------------
   New Outright Sales            None                              No Change
      and Sales-                                    None
      Type Leases
--------------------------------------------------------------------------------
   EBITDA Margin            70% or higher      70% or higher       No Change
--------------------------------------------------------------------------------
   EBITDA                    $135 - 150M        $570 - 590M        No Change
--------------------------------------------------------------------------------
 # Excludes $56 million EBITDA charge for loss related to GECC lawsuit
## Excludes subscribers in NRTC territories

      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
General Motors and HUGHES.
--------------------------------
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.


                   Selected DIRECTV U.S. Financial Highlights
--------------------------------------------------------------------------------
                                                    Quarters Ended
                                   ---------------------------------------------
                                   6/30/01   9/30/01  12/31/01  3/31/02  6/30/02
                                   -------   -------  --------  -------  -------
DIRECTV U.S. Key Performance Metrics
--------------------------------------------------------------------------------
  Average Revenue per User
    (ARPU),$ (1)                   $58.00    $57.30   $61.35     $56.70  $58.10
--------------------------------------------------------------------------------
  Subscriber Acquisition Cost
    (SAC), $ (2)                     $575      $555     $560       $520    $530
--------------------------------------------------------------------------------
  Churn, %  (3)                       2.0%      1.9%     1.7%       1.6%    1.7%
--------------------------------------------------------------------------------
  Pre-Marketing Cash Flow
    (PMCF), %                          41%       40%      38%        39%     40%
--------------------------------------------------------------------------------

Subscriber Detail (in millions)
-----------------------------------
    DIRECTV - Owned & Operated
--------------------------------------------------------------------------------
      Residential                    7.35      7.55     7.88       8.27    8.46
--------------------------------------------------------------------------------
      Commercial                     0.30      0.31     0.33       0.34    0.37
--------------------------------------------------------------------------------
      Suspended                      0.15      0.19     0.23       0.18    0.16
--------------------------------------------------------------------------------
          Total DIRECTV -
            Owned & Operated (4)     7.80      8.05     8.44       8.79    8.99
--------------------------------------------------------------------------------
    NRTC, Total  (5)                 1.84      1.87     1.89       1.75    1.75
--------------------------------------------------------------------------------
          Grand Total                9.64      9.92    10.33      10.54   10.74
-----------------------------------=============================================

    (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; excludes 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 Pegasus Communications Corp. policy change in Q1 2002 reported
        in Pegasus' Form 10K; An additional adjustment was made in Q1 2002,
        based upon Pegasus' first quarter Form 10-Q filing
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)                                                              Six Months
                                                     Second Quarter    Ended June 30,
                                                   ------------------------------------
                                                    2002      2001     2002     2001
---------------------------------------------------------------------------------------
<S>                                                <C>      <C>      <C>       <C>
Revenues
Direct broadcast, leasing and other services       $2,004.0 $1,738.6 $3,862.0  $3,436.8
Product sales                                         205.7    246.5    385.9     441.3
---------------------------------------------------------------------------------------
Total Revenues                                      2,209.7  1,985.1  4,247.9   3,878.1
---------------------------------------------------------------------------------------
Operating Costs and Expenses, Exclusive
      of Depreciation and
      Amortization Expense Shown Below
Broadcast programming and other costs               1,078.9    786.6  1,982.1   1,525.3
Cost of products sold                                 184.7    189.2    357.7     343.7
Selling, general and administrative expenses          823.0    927.3  1,650.8   1,813.9
Depreciation and amortization                         261.6    305.0    523.6     570.7
---------------------------------------------------------------------------------------
Total Operating Costs and Expenses                  2,348.2  2,208.1  4,514.2   4,253.6
---------------------------------------------------------------------------------------

Operating Loss                                       (138.5)  (223.0)  (266.3)   (375.5)

Interest income                                         7.4     19.0     11.7      42.8
Interest expense                                     (122.3)   (42.8)  (198.7)    (93.4)
Other, net                                              8.9    (10.9)   (32.7)     (3.7)
---------------------------------------------------------------------------------------
Loss Before Income Taxes, Minority Interests and
      Cumulative Effect of Accounting Change         (244.5)  (257.7)  (486.0)   (429.8)

Income tax benefit                                     92.9     74.8    184.7     124.7
Minority interests in net (earnings)
      losses of subsidiaries                           (3.5)    26.4    (10.2)     50.7
---------------------------------------------------------------------------------------

Loss before cumulative effect of accounting change   (155.1)  (156.5)  (311.5)   (254.4)
Cumulative effect of accounting change, net of taxes      -        -        -      (7.4)
---------------------------------------------------------------------------------------

Net Loss                                             (155.1)  (156.5)  (311.5)   (261.8)

Adjustment to exclude the effect of
      GM purchase accounting                              -      0.8        -       1.6
---------------------------------------------------------------------------------------

Loss excluding the effect of GM purchase accounting  (155.1)  (155.7)  (311.5)   (260.2)

Preferred stock dividends                             (22.8)   (24.1)   (46.9)    (48.2)
---------------------------------------------------------------------------------------

Loss Used for Computation of
      Available Separate Consolidated
      Net Income (Loss)                             $(177.9) $(179.8) $(358.4)  $(308.4)
=======================================================================================

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
      Common Stock outstanding (in millions)
      (Numerator)                                     884.0    875.9    880.8     875.7
Average Class H dividend base (in millions)
      (Denominator                                  1,307.6  1,299.6  1,304.4   1,299.4
Available Separate Consolidated Net Income (Loss)   $(120.3) $(121.2) $(242.0)  $(207.8)
=======================================================================================
</TABLE>





CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)                                June 30,
                                                       2002        December 31,
ASSETS                                             (Unaudited)        2001
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                                $836.1         $700.1
Accounts and notes receivable                           1,137.7        1,090.5
Contracts in process                                      122.6          153.1
Inventories                                               333.9          360.1
Deferred income taxes                                     134.4          118.9
Prepaid expenses and other                              1,042.4          918.4
-------------------------------------------------------------------------------

Total Current Assets                                    3,607.1        3,341.1
Satellites, net                                         4,852.7        4,806.6
Property, net                                           2,183.6        2,197.8
Goodwill, net                                           6,715.3        6,500.3
Intangible Assets, net                                    447.9          656.5
Net Investment in Sales-type Leases                       175.9          227.0
Investments and Other Assets                            1,266.8        1,480.8
-------------------------------------------------------------------------------

Total Assets                                          $19,249.3      $19,210.1
===============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------------------------------------------------
Current Liabilities
Accounts payable                                       $1,104.1       $1,227.5
Deferred revenues                                         157.7          178.5
Short-term borrowings and current portion of            1,081.6        1,658.5
long-term debt
Accrued liabilities and other                           1,303.3        1,342.0
-------------------------------------------------------------------------------

Total Current Liabilities                               3,646.7        4,406.5
Long-Term Debt                                          2,398.4          988.8
Other Liabilities and Deferred Credits                  1,301.8        1,465.1
Deferred Income Taxes                                     757.7          746.5
Commitments and Contingencies
Minority Interests                                        542.9          531.3
Stockholder's Equity                                   10,601.8       11,071.9
-------------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity            $19,249.3      $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).




SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)                                                   Six Months
                                      Second Quarter          Ended June 30,
                                     ------------------       -----------------
                                      2002       2001          2002        2001
-------------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                     $ 1,793.7  $1,527.7    $ 3,437.5   $ 3,017.6
EBITDA (1)                         $   20.6   $   (1.3)   $   (42.0)  $     4.7
Operating Loss                     $ (136.4)  $ (182.9)   $  (351.9)  $  (328.4)
Depreciation and Amortization      $  157.0   $  181.6    $   309.9   $   333.1
Capital Expenditures               $  157.2   $  226.3    $   296.7   $   353.9

--------------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                     $  209.3   $  208.3    $   416.4   $   413.5
EBITDA (1)                         $  150.7   $  134.5    $   301.8   $   274.5
EBITDA Margin (1)                     72.0%      64.6%        72.5%       66.4%
Operating Profit                   $   61.0   $   32.8    $   118.1   $    73.9
Operating Profit Margin               29.1%      15.7%         28.4%       17.9%
Depreciation and Amortization      $   89.7   $  101.7    $   183.7   $   200.6
Capital Expenditures               $  109.5   $   94.2    $   183.5   $   161.4

--------------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                     $  254.4   $  302.2    $   497.2   $   550.4
EBITDA (1)                         $  (29.5)  $  (36.8)   $   (62.6)  $   (75.1)
Operating Loss                     $  (46.1)  $  (56.5)   $   (97.2)  $  (109.1)
Depreciation and Amortization      $   16.6   $   19.7    $    34.6   $    34.0
Capital Expenditures               $   87.8   $  167.1    $   216.1   $   345.3

--------------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                     $  (47.7)  $  (53.1)   $  (103.2)  $  (103.4)
EBITDA (1)                         $  (18.7)  $  (14.4)   $    60.1   $    (8.9)
Operating Profit (Loss)            $  (17.0)  $  (16.4)   $    64.7   $   (11.9)
Depreciation and Amortization      $   (1.7)  $    2.0    $    (4.6)  $     3.0
Capital Expenditures               $   13.1   $   22.6    $    32.1   $     0.8

--------------------------------------------------------------------------------
TOTAL
Total Revenues                     $2,209.7   $1,985.1    $ 4,247.9   $ 3,878.1
EBITDA (1)                         $  123.1   $   82.0    $   257.3   $   195.2
EBITDA Margin (1)                      5.6%       4.1%         6.1%        5.0%
Operating Loss                     $ (138.5)  $ (223.0)   $  (266.3)  $  (375.5)
Depreciation and Amortization      $  261.6   $  305.0    $   523.6   $   570.7
Capital Expenditures               $  367.6   $  510.2    $   728.4   $   861.4

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

(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.



<PAGE>




                                    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 15, 2002                        /s/Michael J. Gaines
     ----------------                     -----------------------------------
                                          (Michael J. Gaines,
                                           Chief Financial Officer)











                                      # # #
[{"type": "8-K", "sequence": "1", "filename": "hec2q2002earnings.txt", "description": "HUGHES SECOND QUARTER 2002 EARNINGS RELEASE", "secsgml_size_bytes": 36536}]
{"company-data": {"conformed-name": "HUGHES ELECTRONICS CORP", "cik": "0000944868", "assigned-sic": "4899", "irs-number": "521106564", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26035", "film-number": "02703233"}, "business-address": {"street1": "200 N SEPULVEDA BLVD", "city": "EL SAGUNDO", "state": "CA", "zip": "90245-0956", "phone": "3106629688"}, "mail-address": {"street1": "200 N SEPULVEDA BOULEVARD", "city": "EL SAGUNDO", "state": "CA", "zip": "90245-0956"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) July 15, 2002
                                  --------------

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

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

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

                                      - 1 -

ITEM 5. OTHER EVENTS

      On July 15, 2002, 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 SECOND QUARTER 2002 RESULTS DRIVEN BY STRONG DIRECTV U.S.
                              FINANCIAL PERFORMANCE

         HUGHES Revenues Grow 11.3% -- $2,210 million vs. $1,985 million
          HUGHES EBITDA Increases 50.1% -- $123 million vs. $82 million
 Reaffirms HUGHES Full-Year Revenue and EBITDA Guidance, Improves Cash Forecast

      El Segundo, Calif., July 15, 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 second quarter 2002 revenues increased 11.3% to
$2,209.7 million, compared with $1,985.1 million in the second quarter of 2001.
EBITDA1 for the quarter increased 50.1% to $123.1 million compared with $82.0
million in the second quarter of last year. EBITDA margin1 was 5.6% in the
quarter compared with an EBITDA margin of 4.1% last year. The operating loss for
the quarter was $138.5 million compared with an operating loss of $223.0 million
in the second quarter of 2001.

     "The  improving  financial  performance  at DIRECTV U.S.  continues to fuel
HUGHES'  growth,"  said Jack A.  Shaw,  HUGHES'  president  and chief  executive
officer.  "DIRECTV U.S. had quarterly revenues of $1,549 million, which were 15%
higher than last year,  primarily  due to  subscriber  growth during the last 12
months."

      Shaw added, "DIRECTV U.S. was also the driving force behind our EBITDA
growth. As a result of the strong revenue growth and lower subscriber
acquisition costs, the DIRECTV U.S. EBITDA of $148 million was nearly double
last year's second quarter result. In addition, excluding the losses from the
World Cup soccer tournament at DIRECTV Latin America, each of our business units
showed improvement in EBITDA compared to last year.

      "Although DIRECTV U.S. net subscriber additions of 202,000 fell short of
our target of 225,000 to 250,000 for the second quarter, we gained 53% more
subscribers than in last year's second quarter. Furthermore, because the
operating performance of the business continues to improve, we are increasing
DIRECTV U.S.' full year estimates for revenue and EBITDA, while maintaining our
year-end subscriber guidance."

      In the second quarter of 2002, HUGHES reported an operating loss of $138.5
million compared with an operating loss of $223.0 million in 2001. This lower
operating loss was due to higher EBITDA and the elimination of approximately $72
million of goodwill amortization expense in 2002 as a result of adopting the new
Statement of Financial Accounting Standards Number 142 (SFAS 142) accounting
rules for goodwill and intangible assets. These changes were partially offset by
higher depreciation expense in each of HUGHES' operating segments, mostly at
DIRECTV U.S. due to the launch of two new satellites as well as additional
infrastructure expenditures made during the last year.

      HUGHES had a second quarter 2002 net loss of $155.1 million compared to a
net loss of $156.5 million in the same period of 2001. The lower operating loss
and a $37 million gain resulting from the favorable resolution of remaining
contingencies associated with the exit from the DIRECTV Japan business (recorded
in Other, net), were mostly offset by increased net interest expense including
an interest charge of $47 million for losses associated with the final
settlement of a contractual dispute with General Electric Capital Corporation
(GECC), and the discontinuation of the minority interest adjustment related to
DIRECTV Latin America.

                           SIX-MONTH FINANCIAL REVIEW

      For the first half of 2002, revenues increased 9.5 % to $4,247.9 million,
compared to $3,878.1 million in the first half of 2001. This increase was due to
continued subscriber growth at DIRECTV in the United States and revenues
associated with the 2002 World Cup at DIRECTV Latin America, partially offset by
lower sales in the Carrier businesses of Hughes Network Systems (HNS).

      EBITDA for the first six months of 2002 was $257.3 million and EBITDA
margin was 6.1%, compared to EBITDA of $195.2 million and EBITDA margin of 5.0%
in the first half of 2001. The 31.8% increase in EBITDA and the increase in
EBITDA margin were primarily attributable to DIRECTV U.S.' additional gross
profit gained from its 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 improved operational efficiencies
at PanAmSat. 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, a one-time EBITDA charge of $48 million
related to the GECC settlement, as well as the inclusion of DIRECTV Broadband
for two full quarters in 2002. DIRECTV Broadband, formerly known as Telocity,
was purchased April 1, 2001.

      HUGHES' operating loss for the first six months of 2002 was $266.3 million
compared with an operating loss of $375.5 million in the first half of 2001. The
lower loss was due to the higher EBITDA and the elimination of approximately
$134 million of goodwill amortization expense in 2002 as a result of adopting
SFAS 142. These changes were partially offset by higher depreciation expenses,
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 six months of 2002, net losses totaled $311.5 million
compared to net losses of $261.8 million in the same period of 2001. The
increased net loss was principally due to an increase in net interest expense
including a charge of $74 million ($27 million of which was recorded in the
first quarter of 2002) related to the GECC settlement, and the discontinuation
of the minority interest adjustment related to DIRECTV Latin America. These
declines more than offset the benefits from the lower operating loss, and an
improved effective tax rate due to the favorable resolution of certain tax
contingencies.

                  SEGMENT FINANCIAL REVIEW: SECOND QUARTER 2002

                            Direct-To-Home Broadcast

      Second quarter 2002 revenues for the segment increased 17.4% to $1,793.7
million from $1,527.7 million in the second quarter of 2001. The segment had
EBITDA of $20.6 million compared with negative EBITDA of $1.3 million in the
second quarter of 2001. Operating loss was $136.4 million in the second quarter
of 2002 compared with an operating loss of $182.9 million in the same period
last year.

      United States: Excluding those markets in the National Rural
Telecommunications Cooperative (NRTC) territories, DIRECTV's owned and operated
gross subscriber additions in the quarter were 654,000 and after accounting for
churn, DIRECTV added 202,000 net subscribers. DIRECTV owned and operated
subscribers totaled 8.99 million as of June 30, 2002, 15% more than the 7.80
million cumulative subscribers attained as of June 30, 2001. For the second
quarter of 2002, the total number of subscribers in NRTC territories was
unchanged, leaving the total number of NRTC subscribers as of June 30, 2002, at
1.75 million. As a result, the DIRECTV platform ended the quarter with 10.74
million total subscribers.

      DIRECTV reported quarterly revenues of $1,549 million, an increase of 15%
from last year's second quarter revenues of $1,345 million. The increase was
primarily due to continued subscriber growth.
      EBITDA for the second quarter of 2002 was $148 million, nearly double last
year's EBITDA of $75 million. This increase was primarily due to the additional
gross profit gained from DIRECTV's increased revenue and lower subscriber
acquisition costs, partially offset by an increase in retention marketing costs
associated with higher levels of set-top box sales to existing subscribers.
Operating profit in the current quarter was $53 million compared with an
operating loss of $39 million in 2001. The improved EBITDA and reduced
amortization from the adoption of SFAS 142 was partially offset by increased
depreciation, mostly related to the launches 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 second quarter of 2002, the DIRECTV DSL service added
approximately 20,000 net customers. As of June 30, 2002, DIRECTV DSL had about
133,000 residential broadband customers in the United States compared with about
68,000 customers as of June 30, 2001, representing an increase of approximately
96%.

      The DIRECTV DSL service had second quarter 2002 revenues of $18 million
compared with $7 million reported in the second quarter of 2001. The increase
was driven by the larger subscriber base and an increase in average revenue per
subscriber.

      DIRECTV DSL had negative EBITDA of $29 million in the quarter, an
improvement over the negative $41 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 second quarter of 2002 decreased to $41 million compared with an
operating loss of $58 million in 2001. The change was due to the improved EBITDA
and reduced amortization from the adoption of SFAS 142.

      Latin America: The DIRECTV service in Latin America added 27,000 net
subscribers in the second quarter of 2002, bringing the total number of
subscribers in Latin America as of the end of the quarter to approximately
1,669,000 compared with about 1,431,000 as of June 30, 2001, representing an
increase of approximately 17%.

      Revenues for DIRECTV Latin America increased to $227 million for the
quarter compared with $175 million in the second quarter of 2001. This increase
was due to revenue generated from the 2002 World Cup soccer tournament and the
larger subscriber base, partially offset by the devaluation of several foreign
currencies, primarily in Argentina.

      DIRECTV Latin America had negative EBITDA of $99 million in the quarter
compared to negative EBITDA of $35 million in the same period of 2001. Also in
the quarter, DIRECTV Latin America's operating loss increased to $148 million
from an operating loss of $87 million in the same period of 2001. The increased
negative EBITDA and operating loss were primarily due to a $75 million loss
associated with the World Cup, as well as the devaluation of several foreign
currencies, partially offset by the effects of ongoing cost reductions.

                               Satellite Services

      PanAmSat, which is 81%-owned by HUGHES, generated second quarter 2002
revenues of $209.3 million compared with $208.3 million in the same period of
the prior year. The slight increase was primarily due to higher occasional
service revenues related to the global broadcast distribution of the World Cup,
partially offset by reduced program distribution and direct-to-home video
revenues.

      EBITDA for the quarter was $150.7 million and EBITDA margin was 72.0%,
compared with second quarter 2001 EBITDA of $134.5 million and EBITDA margin of
64.6%. The increase in EBITDA and EBITDA margin was principally due to the
company's continued focus on reducing its operating costs. Operating profit for
the quarter was $61.0 million compared with operating profit of $32.8 million in
the second quarter of 2001. The improvement was primarily due to the increase in
EBITDA and the reduced amortization from the adoption of SFAS 142.

      As of June 30, 2002, PanAmSat had contracts for satellite services
representing future payments (backlog) of over $5.55 billion compared to
approximately $5.72 billion at the end of the first quarter of 2002.

                                 Network Systems

      Hughes Network Systems (HNS) generated second quarter 2002 revenues of
$254.4 million compared with $302.2 million in the second 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. HNS shipped 512,000 DIRECTV receiver
systems in the second quarter of 2002 compared to 413,000 units in the same
period last year.

      Additionally, HNS added approximately 12,000 net DIRECWAY residential and
small office/home office (SOHO) broadband customers in the quarter. As of June
30, 2002, DIRECWAY had over 123,000 residential and SOHO subscribers in North
America compared to 74,000 one year ago, a 66% increase.

      HNS reported negative EBITDA of $29.5 million in the quarter compared to
negative EBITDA of $36.8 million in the second quarter of 2001. HNS' operating
loss in the second quarter of 2002 was $46.1 million compared with an operating
loss of $56.5 million in the same period last year. The change in EBITDA and
operating loss was primarily attributable to improved operating margins on the
increased DIRECTV receiver shipments.

                                  BALANCE SHEET

      From December 31, 2001 to June 30, 2002, the company's consolidated cash
balance increased $136.0 million to $836.1 million and total debt increased
$832.7 million to $3,480.0 million. The major uses of cash were $728 million for
satellite and capital expenditures, the payment of $180 million to GECC and the
final purchase price adjustment payment to the Raytheon Company of $134 million.
Additionally in the first half of 2002, PanAmSat received approximately $215
million from an insurance claim on the PAS-7 satellite and HUGHES received $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' second 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) 981-5523. The
webcast will be archived on the Investor Relations portion of the HUGHES website
and a replay will be available (dial in number: 888-203-1112, code: 292489)
beginning at 2:00 p.m. ET on Wednesday, July 17.

                            HUGHES FINANCIAL GUIDANCE
--------------------------------------------------------------------------------
                          Third Quarter 2002  Prior Full Year    Revised Full
                                                   2002            Year 2002
--------------------------------------------------------------------------------
HUGHES
--------------------------------------------------------------------------------
   Revenues                  $2.2 - 2.25B       $9.0 - 9.2B        No Change
--------------------------------------------------------------------------------
   EBITDA                    $175 - 225M        $750 - 850M        No Change
--------------------------------------------------------------------------------
   Cash Requirements             N/A            $1.5 - 1.7B       $1.2 - 1.4B
--------------------------------------------------------------------------------
DIRECTV U.S.
--------------------------------------------------------------------------------
   Revenues                     ~$1.6B            ~$6.2B            ~$6.3B
--------------------------------------------------------------------------------
   EBITDA                       ~$150M            ~$525M#        $525 - 545M#
--------------------------------------------------------------------------------
   Net Subscriber Adds        250 - 300K          ~1.2M##          No Change
--------------------------------------------------------------------------------
DIRECTV DSL
--------------------------------------------------------------------------------
   Revenues                      N/A               ~$75M           No Change
--------------------------------------------------------------------------------
   EBITDA                   $(25) - (30)M        ~$(100)M       $(110) - (120)M
--------------------------------------------------------------------------------
   Net Subscriber Adds         15 - 20K            ~100K           70 - 85K
--------------------------------------------------------------------------------
DIRECTV Latin America
--------------------------------------------------------------------------------
   Revenues                   170 -180M         $800 - 850M        $745-765M
--------------------------------------------------------------------------------
   EBITDA                    (15) - (25)M        ~$(100)M       $(135) - (155)M
--------------------------------------------------------------------------------
   Net Subscriber Adds         15 - 20K         150 - 200K        120 - 140K
--------------------------------------------------------------------------------
Hughes Network Systems
--------------------------------------------------------------------------------
   Revenues                  $275 - 325M        $1.3 - 1.4B         ~$1.3B
--------------------------------------------------------------------------------
   EBITDA                    $(20) -(35)M      $(50) - (75)M       No Change
--------------------------------------------------------------------------------
   DIRECWAY Net Sub Adds         N/A            100 - 200K           ~100K
--------------------------------------------------------------------------------
PanAmSat
--------------------------------------------------------------------------------
   Revenues                  $190 - 200M        $790 - 825M        No Change
--------------------------------------------------------------------------------
   New Outright Sales            None                              No Change
      and Sales-                                    None
      Type Leases
--------------------------------------------------------------------------------
   EBITDA Margin            70% or higher      70% or higher       No Change
--------------------------------------------------------------------------------
   EBITDA                    $135 - 150M        $570 - 590M        No Change
--------------------------------------------------------------------------------
 # Excludes $56 million EBITDA charge for loss related to GECC lawsuit
## Excludes subscribers in NRTC territories

      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
General Motors and HUGHES.
--------------------------------
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.

                   Selected DIRECTV U.S. Financial Highlights
--------------------------------------------------------------------------------
                                                    Quarters Ended
                                   ---------------------------------------------
                                   6/30/01   9/30/01  12/31/01  3/31/02  6/30/02
                                   -------   -------  --------  -------  -------
DIRECTV U.S. Key Performance Metrics
--------------------------------------------------------------------------------
  Average Revenue per User
    (ARPU),$ (1)                   $58.00    $57.30   $61.35     $56.70  $58.10
--------------------------------------------------------------------------------
  Subscriber Acquisition Cost
    (SAC), $ (2)                     $575      $555     $560       $520    $530
--------------------------------------------------------------------------------
  Churn, %  (3)                       2.0%      1.9%     1.7%       1.6%    1.7%
--------------------------------------------------------------------------------
  Pre-Marketing Cash Flow
    (PMCF), %                          41%       40%      38%        39%     40%
--------------------------------------------------------------------------------

Subscriber Detail (in millions)
-----------------------------------
    DIRECTV - Owned & Operated
--------------------------------------------------------------------------------
      Residential                    7.35      7.55     7.88       8.27    8.46
--------------------------------------------------------------------------------
      Commercial                     0.30      0.31     0.33       0.34    0.37
--------------------------------------------------------------------------------
      Suspended                      0.15      0.19     0.23       0.18    0.16
--------------------------------------------------------------------------------
          Total DIRECTV -
            Owned & Operated (4)     7.80      8.05     8.44       8.79    8.99
--------------------------------------------------------------------------------
    NRTC, Total  (5)                 1.84      1.87     1.89       1.75    1.75
--------------------------------------------------------------------------------
          Grand Total                9.64      9.92    10.33      10.54   10.74
-----------------------------------=============================================

    (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; excludes 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 Pegasus Communications Corp. policy change in Q1 2002 reported
        in Pegasus' Form 10K; An additional adjustment was made in Q1 2002,
        based upon Pegasus' first quarter Form 10-Q filing
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)                                                              Six Months
                                                     Second Quarter    Ended June 30,
                                                   ------------------------------------
                                                    2002      2001     2002     2001
---------------------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and other services       $2,004.0 $1,738.6 $3,862.0  $3,436.8
Product sales                                         205.7    246.5    385.9     441.3
---------------------------------------------------------------------------------------
Total Revenues                                      2,209.7  1,985.1  4,247.9   3,878.1
---------------------------------------------------------------------------------------
Operating Costs and Expenses, Exclusive
      of Depreciation and
      Amortization Expense Shown Below
Broadcast programming and other costs               1,078.9    786.6  1,982.1   1,525.3
Cost of products sold                                 184.7    189.2    357.7     343.7
Selling, general and administrative expenses          823.0    927.3  1,650.8   1,813.9
Depreciation and amortization                         261.6    305.0    523.6     570.7
---------------------------------------------------------------------------------------
Total Operating Costs and Expenses                  2,348.2  2,208.1  4,514.2   4,253.6
---------------------------------------------------------------------------------------

Operating Loss                                       (138.5)  (223.0)  (266.3)   (375.5)

Interest income                                         7.4     19.0     11.7      42.8
Interest expense                                     (122.3)   (42.8)  (198.7)    (93.4)
Other, net                                              8.9    (10.9)   (32.7)     (3.7)
---------------------------------------------------------------------------------------
Loss Before Income Taxes, Minority Interests and
      Cumulative Effect of Accounting Change         (244.5)  (257.7)  (486.0)   (429.8)

Income tax benefit                                     92.9     74.8    184.7     124.7
Minority interests in net (earnings)
      losses of subsidiaries                           (3.5)    26.4    (10.2)     50.7
---------------------------------------------------------------------------------------

Loss before cumulative effect of accounting change   (155.1)  (156.5)  (311.5)   (254.4)
Cumulative effect of accounting change, net of taxes      -        -        -      (7.4)
---------------------------------------------------------------------------------------

Net Loss                                             (155.1)  (156.5)  (311.5)   (261.8)

Adjustment to exclude the effect of
      GM purchase accounting                              -      0.8        -       1.6
---------------------------------------------------------------------------------------

Loss excluding the effect of GM purchase accounting  (155.1)  (155.7)  (311.5)   (260.2)

Preferred stock dividends                             (22.8)   (24.1)   (46.9)    (48.2)
---------------------------------------------------------------------------------------

Loss Used for Computation of
      Available Separate Consolidated
      Net Income (Loss)                             $(177.9) $(179.8) $(358.4)  $(308.4)
=======================================================================================

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
      Common Stock outstanding (in millions)
      (Numerator)                                     884.0    875.9    880.8     875.7
Average Class H dividend base (in millions)
      (Denominator                                  1,307.6  1,299.6  1,304.4   1,299.4
Available Separate Consolidated Net Income (Loss)   $(120.3) $(121.2) $(242.0)  $(207.8)
=======================================================================================
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)                                June 30,
                                                       2002        December 31,
ASSETS                                             (Unaudited)        2001
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                                $836.1         $700.1
Accounts and notes receivable                           1,137.7        1,090.5
Contracts in process                                      122.6          153.1
Inventories                                               333.9          360.1
Deferred income taxes                                     134.4          118.9
Prepaid expenses and other                              1,042.4          918.4
-------------------------------------------------------------------------------

Total Current Assets                                    3,607.1        3,341.1
Satellites, net                                         4,852.7        4,806.6
Property, net                                           2,183.6        2,197.8
Goodwill, net                                           6,715.3        6,500.3
Intangible Assets, net                                    447.9          656.5
Net Investment in Sales-type Leases                       175.9          227.0
Investments and Other Assets                            1,266.8        1,480.8
-------------------------------------------------------------------------------

Total Assets                                          $19,249.3      $19,210.1
===============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------------------------------------------------
Current Liabilities
Accounts payable                                       $1,104.1       $1,227.5
Deferred revenues                                         157.7          178.5
Short-term borrowings and current portion of            1,081.6        1,658.5
long-term debt
Accrued liabilities and other                           1,303.3        1,342.0
-------------------------------------------------------------------------------

Total Current Liabilities                               3,646.7        4,406.5
Long-Term Debt                                          2,398.4          988.8
Other Liabilities and Deferred Credits                  1,301.8        1,465.1
Deferred Income Taxes                                     757.7          746.5
Commitments and Contingencies
Minority Interests                                        542.9          531.3
Stockholder's Equity                                   10,601.8       11,071.9
-------------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity            $19,249.3      $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).

SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)                                                   Six Months
                                      Second Quarter          Ended June 30,
                                     ------------------       -----------------
                                      2002       2001          2002        2001
-------------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                     $ 1,793.7  $1,527.7    $ 3,437.5   $ 3,017.6
EBITDA (1)                         $   20.6   $   (1.3)   $   (42.0)  $     4.7
Operating Loss                     $ (136.4)  $ (182.9)   $  (351.9)  $  (328.4)
Depreciation and Amortization      $  157.0   $  181.6    $   309.9   $   333.1
Capital Expenditures               $  157.2   $  226.3    $   296.7   $   353.9

--------------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                     $  209.3   $  208.3    $   416.4   $   413.5
EBITDA (1)                         $  150.7   $  134.5    $   301.8   $   274.5
EBITDA Margin (1)                     72.0%      64.6%        72.5%       66.4%
Operating Profit                   $   61.0   $   32.8    $   118.1   $    73.9
Operating Profit Margin               29.1%      15.7%         28.4%       17.9%
Depreciation and Amortization      $   89.7   $  101.7    $   183.7   $   200.6
Capital Expenditures               $  109.5   $   94.2    $   183.5   $   161.4

--------------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                     $  254.4   $  302.2    $   497.2   $   550.4
EBITDA (1)                         $  (29.5)  $  (36.8)   $   (62.6)  $   (75.1)
Operating Loss                     $  (46.1)  $  (56.5)   $   (97.2)  $  (109.1)
Depreciation and Amortization      $   16.6   $   19.7    $    34.6   $    34.0
Capital Expenditures               $   87.8   $  167.1    $   216.1   $   345.3

--------------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                     $  (47.7)  $  (53.1)   $  (103.2)  $  (103.4)
EBITDA (1)                         $  (18.7)  $  (14.4)   $    60.1   $    (8.9)
Operating Profit (Loss)            $  (17.0)  $  (16.4)   $    64.7   $   (11.9)
Depreciation and Amortization      $   (1.7)  $    2.0    $    (4.6)  $     3.0
Capital Expenditures               $   13.1   $   22.6    $    32.1   $     0.8

--------------------------------------------------------------------------------
TOTAL
Total Revenues                     $2,209.7   $1,985.1    $ 4,247.9   $ 3,878.1
EBITDA (1)                         $  123.1   $   82.0    $   257.3   $   195.2
EBITDA Margin (1)                      5.6%       4.1%         6.1%        5.0%
Operating Loss                     $ (138.5)  $ (223.0)   $  (266.3)  $  (375.5)
Depreciation and Amortization      $  261.6   $  305.0    $   523.6   $   570.7
Capital Expenditures               $  367.6   $  510.2    $   728.4   $   861.4

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

(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.
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 15, 2002                        /s/Michael J. Gaines
     ----------------                     -----------------------------------
                                          (Michael J. Gaines,
                                           Chief Financial Officer)

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