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



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




      Date of Report
(Date of earliest event reported) October 13, 1999
                                  ----------------




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



            STATE OF DELAWARE               0-26035            52-1106564
            -----------------               -------            ----------
        (State or other jurisdiction of   (Commision        (I.R.S. Employer
        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 October  13,  1999,  a news  release  was issued on the subject of third
quarter consolidated earnings for Hughes Electonics  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
following is the third  quarter  earnings  release for Hughes dated  October 13,
1999.


                      Hughes Reports 32% Revenue Growth and
                      Solid EBITDA Growth In Third Quarter

                     Results Driven by Record Sales of DIRECTV(R) Service

     El Segundo,  Calif.,  October 13,  1999 -- Hughes  Electronics  Corporation
(Hughes), the world's leading provider of digital television entertainment,  and
satellite and wireless  systems and services,  today reported third quarter 1999
revenues increased 31.5% to $1,990.5 million,  compared with $1,513.3 million in
the third quarter of 1998.  EBITDA(1) for the quarter  increased 18.3% to $211.6
million and EBITDA margin(1) was 10.6%, compared to EBITDA of $178.8 million and
EBITDA margin of 11.8% in the third quarter of 1998.

      "The  primary  driver of our revenue  growth  continues  to be our DIRECTV
businesses,"  explained  Michael T. Smith,  Hughes  chairman and chief executive
officer.  "We had our  best  third  quarter  ever  for  new  DIRECTV  subscriber
additions in the United States,  Hughes Network  Systems (HNS) achieved its best
quarter ever for sales of DIRECTV receiving equipment,  and Galaxy Latin America
nearly doubled its net new subscriber additions compared to the third quarter of
1998. In fact,  total  revenues from our services  operations  more than doubled
compared to the third quarter of last year.

      "Our U.S.  DIRECTV  business also drove our EBITDA growth in the quarter,"
Smith  continued.  "We have reached the point where the EBITDA  generated by our
large  subscriber  base is outpacing the  marketing  costs  associated  with our
record  subscriber  growth.  We expect our U.S.  DIRECTV business to continue to
deliver positive EBITDA that accelerates yearly on a going-forward basis."

     Hughes had a third  quarter  1999  loss(2) of $29.6  million,  compared  to
earnings(2) of $42.9 million in the same period for 1998. The change in earnings
was primarily  attributable to higher  depreciation  and  amortization  expenses
related principally to the United States Satellite  Broadcasting  Company,  Inc.
(USSB) and PRIMESTAR transactions and increased PanAmSat satellite expenditures,
and an increase in net interest  expense.  These  variances more than offset the
increase in EBITDA.  This resulted in a loss per share,  including the effect of
preferred  stock  dividends,  of $0.13 in the third  quarter of 1999 compared to
earnings per share (EPS) of $0.11 in the third quarter of 1998.

                           NINE-MONTH FINANCIAL REVIEW

      For the first nine months of 1999,  revenues  increased  25.0% to $5,218.3
million  compared with $4,173.3  million in 1998.  This growth was primarily the
result of record subscriber  growth in the Company's U.S. DIRECTV  business,  as
well as additional revenues resulting from the USSB and PRIMESTAR  transactions.
HNS also contributed to the revenue growth,  primarily  through its record sales
of DIRECTV receiving equipment.


                                     - 2 -

      EBITDA for the first nine  months of 1999 was  $361.0  million  and EBITDA
margin was 6.9%, compared to EBITDA of $538.5 million and EBITDA margin of 12.9%
in the same period of 1998.  The declines were  principally  due to two one-time
charges:  a second  quarter 1999  pre-tax  charge of $125.0  million  related to
increased  development  costs and schedule delays related to several new product
lines at Hughes Space and Communications Company (HSC), and a first quarter 1999
pre-tax charge of $92.0 million  resulting from the  termination of the contract
for the Asia-Pacific  Mobile  Telecommunications  (APMT) satellite system due to
export  licenses not being  issued.  These  declines  were  partially  offset by
increased EBITDA at the Company's U.S. DIRECTV business, HNS and PanAmSat.

      In the first nine months of 1999,  Hughes incurred a loss of $43.6 million
and a loss per share,  including  the effect of preferred  stock  dividends,  of
$0.17,  compared  to  earnings  of $143.5  million and EPS of $0.36 for the same
period in 1998.  The  decline  was  mostly  due to the  reduced  EBITDA,  higher
depreciation  and  amortization  expenses  related  principally  to the USSB and
PRIMESTAR  transactions and increased  PanAmSat satellite  expenditures,  and an
increase in net interest  expense.  These declines were  partially  offset by an
after-tax  gain  of  $94.3  million  ($154.6  million  pre-tax)  related  to the
settlement of the Williams patent infringement case(3).

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 1999

                            Direct-To-Home Broadcast

      Third  quarter  revenues  for the  segment  more than  doubled to $1,144.6
million from $459.1 million in the third quarter of 1998. The segment had EBITDA
of $47.7 million and EBITDA  margin of 4.2%  compared  with  negative  EBITDA of
$30.6 million in the third quarter of 1998.

      United States: DIRECTV reported quarterly revenues of $1,052 million, more
than twice last year's third quarter revenues of $408 million.  The increase was
due to strong subscriber  growth, as well as additional  revenues resulting from
the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  423,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 40%  increase  over  the  303,000  net new
subscribers  added in the third quarter of 1998. In addition,  204,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power  service in the quarter.  As of September 30, 1999,  DIRECTV had more
than 7.7 million subscribers, which includes approximately 1.8 million customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the third quarter of 1999 was $86 million  compared to negative
EBITDA of $5 million in the preceding  year's third  quarter.  This increase was
principally   due  to  EBITDA   contributions   from  the  USSB  and   PRIMESTAR
transactions,  as well as improved EBITDA  resulting from the larger  high-power
subscriber base.

      Latin America and Japan: The DIRECTV  business in Latin America  generated
$76 million in revenues for the quarter  compared  with $37 million in the third
quarter  of 1998.  This  increase  was due to  continued  subscriber  growth and
additional  revenues  resulting from the  consolidation of Galaxy Brazil,  Ltda.
(GLB)(4), Grupo Galaxy Mexicana , S.A. de C.V (GGM)(4), and SurFin, Ltd.(4)

                                     - 3 -

      The DIRECTV  service in Latin America added 67,000 net new  subscribers in
the third quarter of 1999, an 86% increase over the 36,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
September 30, 1999 was 668,000.

      Galaxy  Latin  America  had  negative  EBITDA of $30  million  compared to
negative  EBITDA of $24  million  for the same  period in 1998.  The  change was
primarily  due to the impact of the  consolidation  of GLB and higher  marketing
expenses in the region.

      In addition,  DIRECTV  Japan,  of which Hughes  currently owns 42 percent,
reported a total of 313,900 subscribers at the end of the third quarter of 1999.
Hughes'  minority  share of  DIRECTV  Japan's  losses  was $20  million  for the
quarter,  compared with $17 million in the third  quarter of 1998.  These losses
are reported in "Other,  net" in the  Statement of Income  (Loss) and  Available
Separate Consolidated Net Income (Loss).

                               Satellite Services

      PanAmSat,  which is 81%  owned by  Hughes,  reported  third  quarter  1999
revenues of $210.7  million  compared  with $186.5  million in the prior  year's
period.  The 13.0% increase includes a one-time customer payment associated with
the termination of a  direct-to-home  video services  agreement in India and the
commencement  of new  service  agreements  on  additional  satellites  placed in
service.  During  the third  quarter  of 1999,  total  video  services  revenues
increased  3% to  $139.8  million  while  telecommunications  services  revenues
increased 13% to $46.1 million, compared to the prior year's third quarter.

      EBITDA for the quarter was $169.0  million,  a 24.5%  increase  over third
quarter 1998 EBITDA of $135.7  million.  EBITDA  margin in the third  quarter of
1999 was 80.2%,  compared to 72.8% in the same period of 1998.  The increases in
EBITDA  and EBITDA  margin  were  principally  due to the  one-time  termination
payment described above,  lower leaseback expense resulting from the exercise of
certain early buy-out  options under  sale-leaseback  agreements,  and increased
operating lease revenues.

                                Satellite Systems

      Third  quarter 1999  revenues for the segment  declined to $510.8  million
from $688.9 million for the same period in 1998. EBITDA for the third quarter of
1999 was $56.3 million  compared to EBITDA of $76.7 million in the third quarter
of 1998.  These variances were  principally due to reduced  activity  associated
with the ICO Global  Communications  program.  EBITDA  margin in the quarter was
11.0%, compared to 11.1% in the third quarter of 1998.


                                 Network Systems

      HNS grew third  quarter  1999  revenues  59.2% to $426.2  million,  versus
$267.7  million in the third  quarter of 1998.  This growth was due primarily to
higher sales of DIRECTV  receiving  systems,  satellite-based  mobile  telephone
systems,  and U.S. private business network systems. HNS shipped 730,000 DIRECTV
receiving systems in the third quarter of 1999,  compared to 232,000 in the same
year-ago period.


                                     - 4 -

      HNS increased  EBITDA 56.5% to $44.3  million in the quarter,  compared to
$28.3 million in the third quarter of 1998.  The increase in EBITDA is primarily
attributable  to the increased  revenues  resulting from higher sales of DIRECTV
receiving equipment,  satellite-based mobile telephone systems, and U.S. private
business network systems.  EBITDA margin in the third quarter of 1999 was 10.4%,
compared to 10.6% in the same year-ago period.

                                  BALANCE SHEET

      From December 31, 1998 to September 30, 1999,  the Company's  consolidated
cash balance  declined  $1,183.8  million to $158.3  million and long-term  debt
increased $1,150.5 million to $1,929.2 million.  The principal cash requirements
for the first nine  months were  related to the  acquisitions  of United  States
Satellite Broadcasting Company and PRIMESTAR's  medium-power satellite business,
purchase of the Tempo  high-power  satellite  assets,  early  buy-out of certain
PanAmSat  satellite  sale-leaseback  agreements,  increased  investment  in  the
DIRECTV businesses in Latin America and Japan,  capital expenditures and general
working capital requirements.

      These  requirements were partially offset by a $1.5 billion  investment by
America  Online,  Inc.  (AOL) and proceeds  from the  settlement of the Williams
patent infringement case.(3)

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

      NOTE: Hughes Electronics  Corporation  believes that certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which  include  but are not  limited to those  associated  with:
economic  conditions;  demand for products and services,  and market acceptance;
government  action;  local  political or economic  developments  in or affecting
countries where we have international  operations;  our ability to obtain export
licenses;  competition;  our ability to achieve cost  reductions;  technological
risks;  our ability to address the year 2000 issue;  interruptions to production
attributable   to  causes   outside  our  control;   limitations  on  access  to
distribution  channels;  the success and  timelines of satellite  launches;  the
in-orbit  performance  of  satellites;  the ability of our  customers  to obtain
financing;  and  our  ability  to  access  capital  to  maintain  our  financial
flexibility. Hughes cautions that these important factors are not exclusive.
----------------------
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 Excludes the effects of purchase accounting adjustments related to General
Motors' acquisition of Hughes in 1985.
3 Hughes was awarded a final judgement  arising from its  long-running  Williams
patent infringement case, which was originally filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a span
of two decades of a patent that revolutionized communications satellite attitude
control and made the geosynchronous satellite practical. A payment of $154.6
million was received in the first quarter of 1999 and was recorded in "Other,
net."
4 Galaxy Brazil, Ltda. (GLB) is the local operating company providing DIRECTV
service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
operating company providing DIRECTV service in Mexico. SurFin Ltd., provides
financing for DIRECTV receiving equipment in Latin America. As a result of
transactions that were completed in July 1999 (GLB), February 1999 (GGM) and
November 1998 (SurFin),  Hughes owns a majority position in each company.
                                     ######

                                     - 5 -

STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions Except Per Share Amounts)
                                                          Nine Months Ended
                                    Third Quarter            September 30,
                                    -------------            -------------
                                   1999        1998        1999        1998
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,294.4      $640.5    $3,095.2    $1,845.8
Product sales                      696.1       872.8     2,123.1     2,327.5
----------------------------------------------------------------------------
   Total Revenues                1,990.5     1,513.3     5,218.3     4,173.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              606.7       659.5     1,961.6     1,782.4
Broadcast programming and other
  costs                            573.9       284.6     1,344.1       800.2
Selling, general and
  administrative expenses          598.3       390.4     1,551.6     1,052.2
Depreciation and amortization      216.5       111.3       499.3       309.2
Amortization of GM purchase
  accounting adjustments (1)         5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                2,000.7     1,451.1     5,372.5     3,959.9
----------------------------------------------------------------------------
Operating Profit (Loss)            (10.2)       62.2      (154.2)      213.4

Interest income                      2.4        20.5        20.9        88.6
Interest expense                   (51.7)       (3.6)      (71.0)       (9.5)
Other, net                         (22.4)      (33.4)       77.8      (102.8)
----------------------------------------------------------------------------

Income (Loss) Before Income Taxes,
   Minority Interests and Cumulative
   Effect of Accounting Change     (81.9)       45.7      (126.5)      189.7
Income tax provision (benefit)     (38.2)       17.4       (44.9)       72.1
Minority interests in net losses
   of subsidiaries                   8.8         9.3        22.1        19.2
----------------------------------------------------------------------------

Income (Loss) before cumulative
   effect of accounting change     (34.9)       37.6       (59.5)      136.8
Cumulative effect of accounting
   change, net of taxes                -           -           -        (9.2)
----------------------------------------------------------------------------

Net Income (Loss)                  (34.9)       37.6       (59.5)      127.6
Adjustments to exclude the effect
   of GM purchase accounting
   adjustments (1)                   5.3         5.3        15.9        15.9
----------------------------------------------------------------------------

Earnings (Loss) excluding GM purchase
   Accounting adjustments          (29.6)       42.9       (43.6)      143.5
Preferred stock dividends          (24.7)         -        (26.3)         -
----------------------------------------------------------------------------

Earnings (Loss) Used for Computation of
   Available Separate Consolidated
   Net Income (Loss)              $(54.3)      $42.9      $(69.9)     $143.5
============================================================================

Available Separate Consolidated Net
   Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       135.1       105.7       120.8       105.0
Average Class H dividend base
   (in millions) (Denominator)     428.9       399.9       414.7       399.9
Available Separate Consolidated Net
   Income (Loss)                  $(17.1)      $11.4      $(20.4)      $37.6
============================================================================
Earnings (Loss) Attributable to
   General Motors Class H Common
   Stock on a Per Share
   Basis  - Basic and Diluted     $(0.13)      $0.11      $(0.17)      $0.36
============================================================================
(1)Relates to General Motors' purchase of Hughes in 1985.

                                     - 6 -


BALANCE SHEET
(Dollars in Millions)
                                                 September 30,
                                                     1999       December 31,
ASSETS                                            (Unaudited)       1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $158.3         $1,342.1
Accounts and notes receivable                       1,289.8            922.4
Contracts in process                                  846.1            783.5
Inventories                                           639.1            471.5
Prepaid expenses, deferred income taxes and other     705.9            326.9
----------------------------------------------------------------------------

Total Current Assets                                3,639.2          3,846.4
Satellites - Net                                    3,690.6          3,197.5
Property - Net                                      1,303.0          1,059.2
Net Investment in Sales-type Leases                   155.9            173.4
Intangible Assets, net                              7,781.5          3,552.2
Investments and Other Assets                        2,236.1          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $18,806.3        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,005.7           $764.1
Advances on contracts                                 164.5            291.8
Deferred revenues                                     194.9             43.8
Current portion of long-term debt                     298.1            156.1
Accrued liabilities                                   933.1            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           2,596.3          2,009.5
Long-Term Debt                                      1,929.2            778.7
Postretirement Benefits Other Than Pensions           155.5            150.7
Other Liabilities and Deferred Credits              1,686.1            988.6
Deferred Income Taxes                                 425.0            643.9
Commitments and Contingencies
Minority Interests                                    530.0            481.7
Stockholder's Equity                               11,484.2          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,806.3        $13,435.0
============================================================================

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).
















                                     - 7 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Nine Months Ended
                                    Third Quarter          September 30,
                                    -------------          -------------
                                   1999        1998      1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,144.6      $459.1  $2,571.4    $1,248.5
EBITDA (1)                         $47.7      $(30.6)    $44.8      $(56.4)
EBITDA Margin (1)                    4.2%       N/A        1.7%        N/A
Operating Loss                    $(67.6)     $(61.8)  $(159.4)    $(133.6)
Depreciation and Amortization     $115.3       $31.2    $204.2       $77.2
Capital Expenditures (2)           $97.6       $82.0    $253.4      $130.1
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $210.7      $186.5    $604.6      $570.6
EBITDA (1)                        $169.0      $135.7    $465.9      $409.0
EBITDA Margin (1)                   80.2%       72.8%     77.1%       71.7%
Operating Profit                   $99.1       $79.1    $261.4      $239.2
Operating Profit Margin             47.0%       42.4%     43.2%       41.9%
Depreciation and Amortization      $69.9       $56.6    $204.5      $169.8
Capital Expenditures (3)          $382.7      $190.7    $857.9      $605.0
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $510.8      $688.9  $1,694.9    $1,988.0
EBITDA (1)(4)                      $56.3       $76.7    $(64.7)     $214.0
EBITDA Margin (1)                   11.0%       11.1%      N/A        10.8%
Operating Profit (Loss) (4)        $41.3       $63.8   $(106.1)     $178.9
Operating Profit Margin              8.1%        9.3%      N/A         9.0%
Depreciation and Amortization      $15.0       $12.9     $41.4       $35.1
Capital Expenditures               $17.0       $18.2     $52.1       $50.5
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $426.2      $267.7    $998.2      $674.1
EBITDA (1)(4)                      $44.3       $28.3     $63.4        $9.6
EBITDA Margin (1)                   10.4%       10.6%      6.4%        1.4%
Operating Profit (Loss) (4)        $32.2       $16.9     $25.7      $(20.2)
Operating Profit Margin              7.6%        6.3%      2.6%        N/A
Depreciation and Amortization      $12.1       $11.4     $37.7       $29.8
Capital Expenditures                $5.4       $10.7     $23.1       $26.4
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(301.8)     $(88.9)  $(650.8)    $(307.9)
EBITDA (1)                       $(105.7)     $(31.3)  $(148.4)     $(37.7)
Operating Loss                   $(109.9)     $(30.5)  $(159.9)     $(35.0)
Depreciation and Amortization       $4.2       $(0.8)    $11.5       $(2.7)
Capital Expenditures               $41.4      $(21.4)    $45.9      $114.5
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,990.5    $1,513.3  $5,218.3    $4,173.3
EBITDA (1)(4)                     $211.6      $178.8    $361.0      $538.5
EBITDA Margin (1)                   10.6%       11.8%      6.9%       12.9%
Operating Profit (Loss) (4)        $(4.9)      $67.5   $(138.3)     $229.3
Operating Profit Margin             N/A          4.5%      N/A         5.5%
Depreciation and Amortization     $216.5      $111.3    $499.3      $309.2
Capital Expenditures              $544.1      $280.2  $1,232.4      $926.5
==========================================================================
*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However,  as provided in
    the General Motors' Restated Certificate of Incorporation,  the earnings
    attributable to GM Class H common stock for purposes of determining the
    amount available for the payment of dividends on GM Class H common  stock
    specifically  excludes such adjustments.  In order to provide additional
    analytical data, the above unaudited  pro forma  selected  segment  data,
    which  exclude the  purchase accounting adjustments related to GM's
    acquisition of Hughes, are presented.

(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 satellite  expenditures  amounting to $13.6 million,  $38.0 million,
   $89.1 million and $38.0 million, respectively.
(3)Includes satellite expenditures  amounting to $93.2 million,  $182.2 million,
   $408.8  million  and  $422.2   million,   respectively.   Also  included  are
   expenditures  related  to the  early  buy-out  of  satellite  sale-leasebacks
   totaling  $263.2 million for the third quarter of 1999 and $404.5 million and
   $155.5 million for the first nine months of 1999 and 1998, respectively.
(4)Amounts for the nine months  ended  September  30,  1999  include  charges of
   $81.0 million and $11.0 million for the Satellite Systems and Network Systems
   segments,  respectively,  relating  to the  termination  of the  Asia-Pacific
   Mobile  Telecommunications  satellite systems contract due to export licenses
   not being issued.


                                     - 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 October 14, 1999                   /s/Roxanne S. Austin
     ----------------                   --------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)
























                                     - 9 -
[{"type": "8-K", "sequence": "1", "description": "HUGHES' 3RD QTR EARNINGS RELEASE", "secsgml_size_bytes": 30161}]
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

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

      Date of Report
(Date of earliest event reported) October 13, 1999
                                  ----------------

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

            STATE OF DELAWARE               0-26035            52-1106564
            -----------------               -------            ----------
        (State or other jurisdiction of   (Commision        (I.R.S. Employer
        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 October  13,  1999,  a news  release  was issued on the subject of third
quarter consolidated earnings for Hughes Electonics  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
following is the third  quarter  earnings  release for Hughes dated  October 13,
1999.

                      Hughes Reports 32% Revenue Growth and
                      Solid EBITDA Growth In Third Quarter

                     Results Driven by Record Sales of DIRECTV(R) Service

     El Segundo,  Calif.,  October 13,  1999 -- Hughes  Electronics  Corporation
(Hughes), the world's leading provider of digital television entertainment,  and
satellite and wireless  systems and services,  today reported third quarter 1999
revenues increased 31.5% to $1,990.5 million,  compared with $1,513.3 million in
the third quarter of 1998.  EBITDA(1) for the quarter  increased 18.3% to $211.6
million and EBITDA margin(1) was 10.6%, compared to EBITDA of $178.8 million and
EBITDA margin of 11.8% in the third quarter of 1998.

      "The  primary  driver of our revenue  growth  continues  to be our DIRECTV
businesses,"  explained  Michael T. Smith,  Hughes  chairman and chief executive
officer.  "We had our  best  third  quarter  ever  for  new  DIRECTV  subscriber
additions in the United States,  Hughes Network  Systems (HNS) achieved its best
quarter ever for sales of DIRECTV receiving equipment,  and Galaxy Latin America
nearly doubled its net new subscriber additions compared to the third quarter of
1998. In fact,  total  revenues from our services  operations  more than doubled
compared to the third quarter of last year.

      "Our U.S.  DIRECTV  business also drove our EBITDA growth in the quarter,"
Smith  continued.  "We have reached the point where the EBITDA  generated by our
large  subscriber  base is outpacing the  marketing  costs  associated  with our
record  subscriber  growth.  We expect our U.S.  DIRECTV business to continue to
deliver positive EBITDA that accelerates yearly on a going-forward basis."

     Hughes had a third  quarter  1999  loss(2) of $29.6  million,  compared  to
earnings(2) of $42.9 million in the same period for 1998. The change in earnings
was primarily  attributable to higher  depreciation  and  amortization  expenses
related principally to the United States Satellite  Broadcasting  Company,  Inc.
(USSB) and PRIMESTAR transactions and increased PanAmSat satellite expenditures,
and an increase in net interest  expense.  These  variances more than offset the
increase in EBITDA.  This resulted in a loss per share,  including the effect of
preferred  stock  dividends,  of $0.13 in the third  quarter of 1999 compared to
earnings per share (EPS) of $0.11 in the third quarter of 1998.

                           NINE-MONTH FINANCIAL REVIEW

      For the first nine months of 1999,  revenues  increased  25.0% to $5,218.3
million  compared with $4,173.3  million in 1998.  This growth was primarily the
result of record subscriber  growth in the Company's U.S. DIRECTV  business,  as
well as additional revenues resulting from the USSB and PRIMESTAR  transactions.
HNS also contributed to the revenue growth,  primarily  through its record sales
of DIRECTV receiving equipment.

                                     - 2 -

      EBITDA for the first nine  months of 1999 was  $361.0  million  and EBITDA
margin was 6.9%, compared to EBITDA of $538.5 million and EBITDA margin of 12.9%
in the same period of 1998.  The declines were  principally  due to two one-time
charges:  a second  quarter 1999  pre-tax  charge of $125.0  million  related to
increased  development  costs and schedule delays related to several new product
lines at Hughes Space and Communications Company (HSC), and a first quarter 1999
pre-tax charge of $92.0 million  resulting from the  termination of the contract
for the Asia-Pacific  Mobile  Telecommunications  (APMT) satellite system due to
export  licenses not being  issued.  These  declines  were  partially  offset by
increased EBITDA at the Company's U.S. DIRECTV business, HNS and PanAmSat.

      In the first nine months of 1999,  Hughes incurred a loss of $43.6 million
and a loss per share,  including  the effect of preferred  stock  dividends,  of
$0.17,  compared  to  earnings  of $143.5  million and EPS of $0.36 for the same
period in 1998.  The  decline  was  mostly  due to the  reduced  EBITDA,  higher
depreciation  and  amortization  expenses  related  principally  to the USSB and
PRIMESTAR  transactions and increased  PanAmSat satellite  expenditures,  and an
increase in net interest  expense.  These declines were  partially  offset by an
after-tax  gain  of  $94.3  million  ($154.6  million  pre-tax)  related  to the
settlement of the Williams patent infringement case(3).

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 1999

                            Direct-To-Home Broadcast

      Third  quarter  revenues  for the  segment  more than  doubled to $1,144.6
million from $459.1 million in the third quarter of 1998. The segment had EBITDA
of $47.7 million and EBITDA  margin of 4.2%  compared  with  negative  EBITDA of
$30.6 million in the third quarter of 1998.

      United States: DIRECTV reported quarterly revenues of $1,052 million, more
than twice last year's third quarter revenues of $408 million.  The increase was
due to strong subscriber  growth, as well as additional  revenues resulting from
the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  423,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 40%  increase  over  the  303,000  net new
subscribers  added in the third quarter of 1998. In addition,  204,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power  service in the quarter.  As of September 30, 1999,  DIRECTV had more
than 7.7 million subscribers, which includes approximately 1.8 million customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the third quarter of 1999 was $86 million  compared to negative
EBITDA of $5 million in the preceding  year's third  quarter.  This increase was
principally   due  to  EBITDA   contributions   from  the  USSB  and   PRIMESTAR
transactions,  as well as improved EBITDA  resulting from the larger  high-power
subscriber base.

      Latin America and Japan: The DIRECTV  business in Latin America  generated
$76 million in revenues for the quarter  compared  with $37 million in the third
quarter  of 1998.  This  increase  was due to  continued  subscriber  growth and
additional  revenues  resulting from the  consolidation of Galaxy Brazil,  Ltda.
(GLB)(4), Grupo Galaxy Mexicana , S.A. de C.V (GGM)(4), and SurFin, Ltd.(4)

                                     - 3 -

      The DIRECTV  service in Latin America added 67,000 net new  subscribers in
the third quarter of 1999, an 86% increase over the 36,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
September 30, 1999 was 668,000.

      Galaxy  Latin  America  had  negative  EBITDA of $30  million  compared to
negative  EBITDA of $24  million  for the same  period in 1998.  The  change was
primarily  due to the impact of the  consolidation  of GLB and higher  marketing
expenses in the region.

      In addition,  DIRECTV  Japan,  of which Hughes  currently owns 42 percent,
reported a total of 313,900 subscribers at the end of the third quarter of 1999.
Hughes'  minority  share of  DIRECTV  Japan's  losses  was $20  million  for the
quarter,  compared with $17 million in the third  quarter of 1998.  These losses
are reported in "Other,  net" in the  Statement of Income  (Loss) and  Available
Separate Consolidated Net Income (Loss).

                               Satellite Services

      PanAmSat,  which is 81%  owned by  Hughes,  reported  third  quarter  1999
revenues of $210.7  million  compared  with $186.5  million in the prior  year's
period.  The 13.0% increase includes a one-time customer payment associated with
the termination of a  direct-to-home  video services  agreement in India and the
commencement  of new  service  agreements  on  additional  satellites  placed in
service.  During  the third  quarter  of 1999,  total  video  services  revenues
increased  3% to  $139.8  million  while  telecommunications  services  revenues
increased 13% to $46.1 million, compared to the prior year's third quarter.

      EBITDA for the quarter was $169.0  million,  a 24.5%  increase  over third
quarter 1998 EBITDA of $135.7  million.  EBITDA  margin in the third  quarter of
1999 was 80.2%,  compared to 72.8% in the same period of 1998.  The increases in
EBITDA  and EBITDA  margin  were  principally  due to the  one-time  termination
payment described above,  lower leaseback expense resulting from the exercise of
certain early buy-out  options under  sale-leaseback  agreements,  and increased
operating lease revenues.

                                Satellite Systems

      Third  quarter 1999  revenues for the segment  declined to $510.8  million
from $688.9 million for the same period in 1998. EBITDA for the third quarter of
1999 was $56.3 million  compared to EBITDA of $76.7 million in the third quarter
of 1998.  These variances were  principally due to reduced  activity  associated
with the ICO Global  Communications  program.  EBITDA  margin in the quarter was
11.0%, compared to 11.1% in the third quarter of 1998.

                                 Network Systems

      HNS grew third  quarter  1999  revenues  59.2% to $426.2  million,  versus
$267.7  million in the third  quarter of 1998.  This growth was due primarily to
higher sales of DIRECTV  receiving  systems,  satellite-based  mobile  telephone
systems,  and U.S. private business network systems. HNS shipped 730,000 DIRECTV
receiving systems in the third quarter of 1999,  compared to 232,000 in the same
year-ago period.

                                     - 4 -

      HNS increased  EBITDA 56.5% to $44.3  million in the quarter,  compared to
$28.3 million in the third quarter of 1998.  The increase in EBITDA is primarily
attributable  to the increased  revenues  resulting from higher sales of DIRECTV
receiving equipment,  satellite-based mobile telephone systems, and U.S. private
business network systems.  EBITDA margin in the third quarter of 1999 was 10.4%,
compared to 10.6% in the same year-ago period.

                                  BALANCE SHEET

      From December 31, 1998 to September 30, 1999,  the Company's  consolidated
cash balance  declined  $1,183.8  million to $158.3  million and long-term  debt
increased $1,150.5 million to $1,929.2 million.  The principal cash requirements
for the first nine  months were  related to the  acquisitions  of United  States
Satellite Broadcasting Company and PRIMESTAR's  medium-power satellite business,
purchase of the Tempo  high-power  satellite  assets,  early  buy-out of certain
PanAmSat  satellite  sale-leaseback  agreements,  increased  investment  in  the
DIRECTV businesses in Latin America and Japan,  capital expenditures and general
working capital requirements.

      These  requirements were partially offset by a $1.5 billion  investment by
America  Online,  Inc.  (AOL) and proceeds  from the  settlement of the Williams
patent infringement case.(3)

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

      NOTE: Hughes Electronics  Corporation  believes that certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which  include  but are not  limited to those  associated  with:
economic  conditions;  demand for products and services,  and market acceptance;
government  action;  local  political or economic  developments  in or affecting
countries where we have international  operations;  our ability to obtain export
licenses;  competition;  our ability to achieve cost  reductions;  technological
risks;  our ability to address the year 2000 issue;  interruptions to production
attributable   to  causes   outside  our  control;   limitations  on  access  to
distribution  channels;  the success and  timelines of satellite  launches;  the
in-orbit  performance  of  satellites;  the ability of our  customers  to obtain
financing;  and  our  ability  to  access  capital  to  maintain  our  financial
flexibility. Hughes cautions that these important factors are not exclusive.
----------------------
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 Excludes the effects of purchase accounting adjustments related to General
Motors' acquisition of Hughes in 1985.
3 Hughes was awarded a final judgement  arising from its  long-running  Williams
patent infringement case, which was originally filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a span
of two decades of a patent that revolutionized communications satellite attitude
control and made the geosynchronous satellite practical. A payment of $154.6
million was received in the first quarter of 1999 and was recorded in "Other,
net."
4 Galaxy Brazil, Ltda. (GLB) is the local operating company providing DIRECTV
service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
operating company providing DIRECTV service in Mexico. SurFin Ltd., provides
financing for DIRECTV receiving equipment in Latin America. As a result of
transactions that were completed in July 1999 (GLB), February 1999 (GGM) and
November 1998 (SurFin),  Hughes owns a majority position in each company.
                                     ######

                                     - 5 -

STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions Except Per Share Amounts)
                                                          Nine Months Ended
                                    Third Quarter            September 30,
                                    -------------            -------------
                                   1999        1998        1999        1998
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,294.4      $640.5    $3,095.2    $1,845.8
Product sales                      696.1       872.8     2,123.1     2,327.5
----------------------------------------------------------------------------
   Total Revenues                1,990.5     1,513.3     5,218.3     4,173.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              606.7       659.5     1,961.6     1,782.4
Broadcast programming and other
  costs                            573.9       284.6     1,344.1       800.2
Selling, general and
  administrative expenses          598.3       390.4     1,551.6     1,052.2
Depreciation and amortization      216.5       111.3       499.3       309.2
Amortization of GM purchase
  accounting adjustments (1)         5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                2,000.7     1,451.1     5,372.5     3,959.9
----------------------------------------------------------------------------
Operating Profit (Loss)            (10.2)       62.2      (154.2)      213.4

Interest income                      2.4        20.5        20.9        88.6
Interest expense                   (51.7)       (3.6)      (71.0)       (9.5)
Other, net                         (22.4)      (33.4)       77.8      (102.8)
----------------------------------------------------------------------------

Income (Loss) Before Income Taxes,
   Minority Interests and Cumulative
   Effect of Accounting Change     (81.9)       45.7      (126.5)      189.7
Income tax provision (benefit)     (38.2)       17.4       (44.9)       72.1
Minority interests in net losses
   of subsidiaries                   8.8         9.3        22.1        19.2
----------------------------------------------------------------------------

Income (Loss) before cumulative
   effect of accounting change     (34.9)       37.6       (59.5)      136.8
Cumulative effect of accounting
   change, net of taxes                -           -           -        (9.2)
----------------------------------------------------------------------------

Net Income (Loss)                  (34.9)       37.6       (59.5)      127.6
Adjustments to exclude the effect
   of GM purchase accounting
   adjustments (1)                   5.3         5.3        15.9        15.9
----------------------------------------------------------------------------

Earnings (Loss) excluding GM purchase
   Accounting adjustments          (29.6)       42.9       (43.6)      143.5
Preferred stock dividends          (24.7)         -        (26.3)         -
----------------------------------------------------------------------------

Earnings (Loss) Used for Computation of
   Available Separate Consolidated
   Net Income (Loss)              $(54.3)      $42.9      $(69.9)     $143.5
============================================================================

Available Separate Consolidated Net
   Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       135.1       105.7       120.8       105.0
Average Class H dividend base
   (in millions) (Denominator)     428.9       399.9       414.7       399.9
Available Separate Consolidated Net
   Income (Loss)                  $(17.1)      $11.4      $(20.4)      $37.6
============================================================================
Earnings (Loss) Attributable to
   General Motors Class H Common
   Stock on a Per Share
   Basis  - Basic and Diluted     $(0.13)      $0.11      $(0.17)      $0.36
============================================================================
(1)Relates to General Motors' purchase of Hughes in 1985.

                                     - 6 -

BALANCE SHEET
(Dollars in Millions)
                                                 September 30,
                                                     1999       December 31,
ASSETS                                            (Unaudited)       1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $158.3         $1,342.1
Accounts and notes receivable                       1,289.8            922.4
Contracts in process                                  846.1            783.5
Inventories                                           639.1            471.5
Prepaid expenses, deferred income taxes and other     705.9            326.9
----------------------------------------------------------------------------

Total Current Assets                                3,639.2          3,846.4
Satellites - Net                                    3,690.6          3,197.5
Property - Net                                      1,303.0          1,059.2
Net Investment in Sales-type Leases                   155.9            173.4
Intangible Assets, net                              7,781.5          3,552.2
Investments and Other Assets                        2,236.1          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $18,806.3        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,005.7           $764.1
Advances on contracts                                 164.5            291.8
Deferred revenues                                     194.9             43.8
Current portion of long-term debt                     298.1            156.1
Accrued liabilities                                   933.1            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           2,596.3          2,009.5
Long-Term Debt                                      1,929.2            778.7
Postretirement Benefits Other Than Pensions           155.5            150.7
Other Liabilities and Deferred Credits              1,686.1            988.6
Deferred Income Taxes                                 425.0            643.9
Commitments and Contingencies
Minority Interests                                    530.0            481.7
Stockholder's Equity                               11,484.2          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,806.3        $13,435.0
============================================================================

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).

                                     - 7 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Nine Months Ended
                                    Third Quarter          September 30,
                                    -------------          -------------
                                   1999        1998      1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,144.6      $459.1  $2,571.4    $1,248.5
EBITDA (1)                         $47.7      $(30.6)    $44.8      $(56.4)
EBITDA Margin (1)                    4.2%       N/A        1.7%        N/A
Operating Loss                    $(67.6)     $(61.8)  $(159.4)    $(133.6)
Depreciation and Amortization     $115.3       $31.2    $204.2       $77.2
Capital Expenditures (2)           $97.6       $82.0    $253.4      $130.1
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $210.7      $186.5    $604.6      $570.6
EBITDA (1)                        $169.0      $135.7    $465.9      $409.0
EBITDA Margin (1)                   80.2%       72.8%     77.1%       71.7%
Operating Profit                   $99.1       $79.1    $261.4      $239.2
Operating Profit Margin             47.0%       42.4%     43.2%       41.9%
Depreciation and Amortization      $69.9       $56.6    $204.5      $169.8
Capital Expenditures (3)          $382.7      $190.7    $857.9      $605.0
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $510.8      $688.9  $1,694.9    $1,988.0
EBITDA (1)(4)                      $56.3       $76.7    $(64.7)     $214.0
EBITDA Margin (1)                   11.0%       11.1%      N/A        10.8%
Operating Profit (Loss) (4)        $41.3       $63.8   $(106.1)     $178.9
Operating Profit Margin              8.1%        9.3%      N/A         9.0%
Depreciation and Amortization      $15.0       $12.9     $41.4       $35.1
Capital Expenditures               $17.0       $18.2     $52.1       $50.5
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $426.2      $267.7    $998.2      $674.1
EBITDA (1)(4)                      $44.3       $28.3     $63.4        $9.6
EBITDA Margin (1)                   10.4%       10.6%      6.4%        1.4%
Operating Profit (Loss) (4)        $32.2       $16.9     $25.7      $(20.2)
Operating Profit Margin              7.6%        6.3%      2.6%        N/A
Depreciation and Amortization      $12.1       $11.4     $37.7       $29.8
Capital Expenditures                $5.4       $10.7     $23.1       $26.4
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(301.8)     $(88.9)  $(650.8)    $(307.9)
EBITDA (1)                       $(105.7)     $(31.3)  $(148.4)     $(37.7)
Operating Loss                   $(109.9)     $(30.5)  $(159.9)     $(35.0)
Depreciation and Amortization       $4.2       $(0.8)    $11.5       $(2.7)
Capital Expenditures               $41.4      $(21.4)    $45.9      $114.5
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,990.5    $1,513.3  $5,218.3    $4,173.3
EBITDA (1)(4)                     $211.6      $178.8    $361.0      $538.5
EBITDA Margin (1)                   10.6%       11.8%      6.9%       12.9%
Operating Profit (Loss) (4)        $(4.9)      $67.5   $(138.3)     $229.3
Operating Profit Margin             N/A          4.5%      N/A         5.5%
Depreciation and Amortization     $216.5      $111.3    $499.3      $309.2
Capital Expenditures              $544.1      $280.2  $1,232.4      $926.5
==========================================================================
*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However,  as provided in
    the General Motors' Restated Certificate of Incorporation,  the earnings
    attributable to GM Class H common stock for purposes of determining the
    amount available for the payment of dividends on GM Class H common  stock
    specifically  excludes such adjustments.  In order to provide additional
    analytical data, the above unaudited  pro forma  selected  segment  data,
    which  exclude the  purchase accounting adjustments related to GM's
    acquisition of Hughes, are presented.

(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 satellite  expenditures  amounting to $13.6 million,  $38.0 million,
   $89.1 million and $38.0 million, respectively.
(3)Includes satellite expenditures  amounting to $93.2 million,  $182.2 million,
   $408.8  million  and  $422.2   million,   respectively.   Also  included  are
   expenditures  related  to the  early  buy-out  of  satellite  sale-leasebacks
   totaling  $263.2 million for the third quarter of 1999 and $404.5 million and
   $155.5 million for the first nine months of 1999 and 1998, respectively.
(4)Amounts for the nine months  ended  September  30,  1999  include  charges of
   $81.0 million and $11.0 million for the Satellite Systems and Network Systems
   segments,  respectively,  relating  to the  termination  of the  Asia-Pacific
   Mobile  Telecommunications  satellite systems contract due to export licenses
   not being issued.

                                     - 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 October 14, 1999                   /s/Roxanne S. Austin
     ----------------                   --------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)

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