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





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



          Date of Report
(Date of earliest event reported) October 14, 2002
                                  ----------------




                         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)
























ITEM 5. OTHER EVENTS

     On October  14,  2002,  a news  release  was issued on the subject of third
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 THIRD QUARTER 2002 RESULTS DRIVEN BY CONTINUED STRONG DIRECTV
                           U.S. FINANCIAL PERFORMANCE

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

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

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

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

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


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

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

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

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

                           NINE-MONTH FINANCIAL REVIEW

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

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


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

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

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2002

                            Direct-To-Home Broadcast

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

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

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

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

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

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

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

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

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

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

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

                               Satellite Services

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

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


                                 Network Systems

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

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

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

                                  BALANCE SHEET

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

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

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



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

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

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

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

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

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

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

(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
the sum of operating  profit (loss) and depreciation  and  amortization.  EBITDA
margin  is  calculated  by  dividing  EBITDA  by total  revenues.  EBITDA is not
presented  as an  alternative  measure  of  operating  results or cash flow from
operations,  as determined in accordance  with accounting  principles  generally
accepted  in the United  States of  America.  EBITDA  does not reflect the funds
available  for  investment  in  the  business  of  HUGHES,  dividends  or  other
discretionary  uses.  EBITDA  as  presented  herein  may  not be  comparable  to
similarly titled measures reported by other companies.



                                       ###

<TABLE>

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

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

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



<TABLE>

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

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

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

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

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

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

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

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

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

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

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

</TABLE>






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

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

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

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

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

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

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




<TABLE>


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

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

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

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

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

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

---------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
sum of operating profit (loss) and depreciation and amortization.  EBITDA margin
is calculated by dividing EBITDA by total  revenues.  EBITDA is not presented as
an alternative  measure of operating  results or cash flow from  operations,  as
determined in accordance with accounting  principles  generally  accepted in the
United  States of  America.  EBITDA does not  reflect  the funds  available  for
investment  in the business of HUGHES,  dividends or other  discretionary  uses.
EBITDA as presented  herein may not be comparable to similarly  titled  measures
reported by other companies.


                                       ###







                                         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 15, 2002                  /s/Michael J. Gaines
     ----------------                  -----------------------------------
                                       (Michael J. Gaines,
                                        Chief Financial Officer)
[{"type": "8-K", "sequence": "1", "filename": "hec3q2002earnings.txt", "description": "HUGHES THIRD QUARTER EARNINGS 2002", "secsgml_size_bytes": 41560}]
{"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": "02788988"}, "business-address": {"street1": "200 N SEPULVEDA BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0956", "phone": "3106629688"}, "mail-address": {"street1": "200 N SEPULVEDA BOULEVARD", "city": "EL SEGUNDO", "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) October 14, 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)

ITEM 5. OTHER EVENTS

     On October  14,  2002,  a news  release  was issued on the subject of third
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 THIRD QUARTER 2002 RESULTS DRIVEN BY CONTINUED STRONG DIRECTV
                           U.S. FINANCIAL PERFORMANCE

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

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

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

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

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

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

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

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

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

                           NINE-MONTH FINANCIAL REVIEW

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

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

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

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

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2002

                            Direct-To-Home Broadcast

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

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

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

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

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

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

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

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

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

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

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

                               Satellite Services

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

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

                                 Network Systems

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

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

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

                                  BALANCE SHEET

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

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

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

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

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

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

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

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

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

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

(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
the sum of operating  profit (loss) and depreciation  and  amortization.  EBITDA
margin  is  calculated  by  dividing  EBITDA  by total  revenues.  EBITDA is not
presented  as an  alternative  measure  of  operating  results or cash flow from
operations,  as determined in accordance  with accounting  principles  generally
accepted  in the United  States of  America.  EBITDA  does not reflect the funds
available  for  investment  in  the  business  of  HUGHES,  dividends  or  other
discretionary  uses.  EBITDA  as  presented  herein  may  not be  comparable  to
similarly titled measures reported by other companies.

                                       ###

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

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

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

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

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

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

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

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

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

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

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

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

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
      Common Stock outstanding (in millions)
      (Numerator)                                      958.1     876.8    906.6     876.0
Average Class H dividend base (in millions)
      (Denominator)                                  1,381.7   1,300.5  1,330.2   1,299.7
Available Separate Consolidated Net Income (Loss)      $(9.4)  $(168.8) $(253.5)  $(376.6)
=========================================================================================
CONSOLIDATED BALANCE SHEETS
 (Dollars in Millions)                            September 30,
                                                      2002         December 31,
 ASSETS                                           (Unaudited)          2001
 ------------------------------------------------------------------------------
 Current Assets
 Cash and cash equivalents                               $863.2         $700.1
 Accounts and notes receivable                          1,068.8        1,090.5
 Contracts in process                                     142.8          153.1
 Inventories                                              272.6          360.1
 Deferred income taxes                                    143.6          118.9
 Prepaid expenses and other                               955.7          918.4
 ------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

 =====================================================================================
---------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
sum of operating profit (loss) and depreciation and amortization.  EBITDA margin
is calculated by dividing EBITDA by total  revenues.  EBITDA is not presented as
an alternative  measure of operating  results or cash flow from  operations,  as
determined in accordance with accounting  principles  generally  accepted in the
United  States of  America.  EBITDA does not  reflect  the funds  available  for
investment  in the business of HUGHES,  dividends or other  discretionary  uses.
EBITDA as presented  herein may not be comparable to similarly  titled  measures
reported by other companies.

                                       ###

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