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



                                    FORM 8-K

                                 CURRENT REPORT


                PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                Date of Report (Date of Earliest Event Reported)
                                  April 3, 2001



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



                         Commission file number 0-26035

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


                          200 North Sepulveda Boulevard
                          El Segundo, California 90245
                    (Address of principal executive offices)

                                 (310) 662-9688
              (Registrant's telephone number, including area code)








<PAGE>
                         HUGHES ELECTRONICS CORPORATION

Item 2.  Acquisition or Disposition of Assets.

   On April 3, 2001, Hughes Electronics Corporation  ("Hughes"),  a wholly owned
subsidiary  of  General  Motors  Corporation,  acquired  nationwide  residential
Digital  Subscriber  Line  ("DSL")  service  provider  Telocity  Delaware,  Inc.
("Telocity")  through  the  completion  of a  tender  offer  and  merger.  These
transactions  were pursuant to the  Agreement and Plan of Merger dated  December
21, 2000 between Hughes,  Telocity, and DIRECTV Broadband,  Inc., a wholly owned
subsidiary of Hughes. DIRECTV Broadband, Inc. paid $2.15 in cash for each of the
approximately  77.8 million tendered  shares.  The remaining  approximately  4.9
million issued and outstanding  shares of Telocity were converted into the right
to receive $2.15 per share in cash as a result of the merger (subject to certain
shareholders' appraisal rights under Delaware law).
   The purchase price consisted of approximately  $177.8 million in cash, and an
additional  $20 million of interim  financing  provided  by Hughes.  The parties
determined the purchase  price through  arms-length  negotiations.  There was no
material  relationship  between  Telocity or the Telocity  shareholders,  on one
hand, and Hughes or any of its directors, officers, or affiliates (or any of the
affiliates or associates of any of Hughes  directors or officers),  on the other
hand.
   DIRECTV Broadband,  Inc. will operate the Telocity DSL service,  and plans to
integrate it with Hughes' DIRECTV digital multi-channel entertainment service to
create a "whole  house"  entertainment  and  information  solution to complement
Hughes' existing DIRECTV/DirecPC satellite based broadband offering.
   See  Item 7  for  the  pro  forma  effect  of  this  acquisition  on  Hughes'
consolidated  financial  statements.  This Report may contain certain statements
that  Hughes  believes  are,  or  may  be  considered  to  be,  "forward-looking
statements,"  within the meaning of various  provisions of the Securities Act of
1933, as amended and of the Securities  Exchange Act of 1934, as amended.  These
forward-looking statements are based largely on Hughes' current expectations and
are  subject  to a number of risks and  uncertainties,  many of which are beyond
Hughes' control.  Actual results could differ  materially from those anticipated
by these forward-looking  statements as a result of factors described in Hughes'
reports filed with the Securities and Exchange Commission ("SEC"), including its
Annual  Report on Form 10-K for the year ended  December 31, 2000 filed on March
6, 2001,  its Current  Reports on Form 8-K filed through the date of this report
and as a result of other factors.




<PAGE>

                         HUGHES ELECTRONICS CORPORATION

Item 7.  Financial Statements and Exhibits.

(a)   Financial Statements of Business Acquired.

   Telocity's  audited  consolidated  financial  statements  for the year  ended
December 31, 2000 are  incorporated  herein by reference  to  Telocity's  Annual
Report on Form 10-K for the year ended December 31, 2000,  filed with the SEC on
April 2, 2001.

(b)   Pro Forma Financial Information.

   Unaudited Pro Forma Condensed Combined Financial Statements:
    Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2000
    Unaudited Pro Forma Condensed Combined Statement of Continuing Operations
      for the Year Ended December 31, 2000
    Notes to Unaudited Pro Forma Condensed Combined Financial Statements







<PAGE>

                         HUGHES ELECTRONICS CORPORATION

                          Unaudited Pro Forma Condensed
                          Combined Financial Statements

   The following  unaudited pro forma condensed  combined  financial  statements
have been derived from the audited historical  consolidated financial statements
of each of  Hughes  and  Telocity  to give  effect  to  Hughes'  acquisition  of
Telocity.
   The unaudited pro forma condensed combined statement of continuing operations
reflects  adjustments as if the  acquisition had taken place on January 1, 2000.
The unaudited pro forma condensed combined balance sheet reflects adjustments as
if the acquisition had occurred on December 31, 2000. The pro forma  adjustments
described in the accompanying notes are based on various assumptions that Hughes
management believes are reasonable in the circumstances.  The adjustments do not
reflect an allocation of purchase price to the relative fair value of net assets
acquired.  Such allocation will be completed  during the next few months pending
the results of an independent  appraisal and management analysis of the Telocity
net assets acquired. The purchase price presented here does not include expenses
associated with the transaction.
   The unaudited pro forma condensed combined statement of continuing operations
does  not  give  effect  to any  cost  savings  that  may be  realized  from the
acquisition,  which savings  relate  primarily to the  reduction of  duplicative
operating, general and administrative expenses.
   The unaudited pro forma condensed  combined financial  statements,  including
the notes thereto,  should be read in conjunction with the audited  consolidated
financial  statements  of Hughes  included in its Annual Report on Form 10-K for
the  year  ended  December  31,  2000  and the  audited  consolidated  financial
statements  of Telocity  included in its Annual Report on Form 10-K for the year
ended December 31, 2000,  filed with the SEC on March 6, 2001 and April 2, 2001,
respectively.




<PAGE>
<TABLE>

                         HUGHES ELECTRONICS CORPORATION

                     UNAUDITED PRO FORMA CONDENSED COMBINED
                       STATEMENT OF CONTINUING OPERATIONS
                      For the Year Ended December 31, 2000
<CAPTION>

                                           Historical  Historical   Pro Forma     Pro Forma
                                             Hughes    Telocity    Adjustments    Combined
                                             ------    --------    -----------    --------
                                                          (Dollars in Millions)
   Revenues
<S>                                        <C>           <C>         <C>          <C>
      Direct broadcast, leasing and
         other services                    $6,262.2      $9.4                     $6,271.6
      Product sales                         1,025.4                                1,025.4
                                          ------------------------------------------------
         Total Revenues                     7,287.6       9.4                      7,297.0
                                          ------------------------------------------------
   Operating Costs and Expenses
      Broadcast programming and other
         costs                              2,812.8                                2,812.8
      Cost of products sold                   815.1      29.1         $18.1  (a)     862.3
      Selling, general and
         administrative expenses            3,065.7     140.9         (18.1) (a)   3,188.5
      Depreciation and amortization           948.1      15.6          17.8  (b)     981.5
                                          ------------------------------------------------
         Total Operating Costs and
           Expenses                         7,641.7     185.6          17.8        7,845.1
                                          ------------------------------------------------
   Operating Loss                            (354.1)   (176.2)        (17.8)        (548.1)
   Interest income                             49.3       5.7          (3.1) (c)      51.9
   Interest expense                          (218.2)     (2.9)        (11.9) (d)    (233.0)
   Other, net                                (292.6)                                (292.6)
                                          ------------------------------------------------
   Loss From Continuing Operations
      Before Income Taxes and
      Minority Interests                     (815.6)   (173.4)        (32.8)      (1,021.8)
   Income tax benefit                        (406.1)                  (69.5) (e)    (475.6)
   Minority interests in net losses of
      subsidiaries                             54.1                                   54.1
                                          ------------------------------------------------
   Loss from continuing operations          $(355.4)  $(173.4)        $36.7        $(492.1)
                                          ================================================

      The  accompanying  notes are an integral  part of the  unaudited pro forma
condensed combined financial statements.

</TABLE>


<PAGE>
<TABLE>

                         HUGHES ELECTRONICS CORPORATION

                          UNAUDITED PRO FORMA CONDENSED
                             COMBINED BALANCE SHEET
                             As of December 31, 2000
<CAPTION>

                                           Historical  Historical   Pro Forma     Pro Forma
                                             Hughes    Telocity    Adjustments    Combined
                                             ------    --------    -----------    --------
  ASSETS                                                 (Dollars in Millions)
  Current Assets
<S>                                        <C>          <C>         <C>           <C>
     Cash and cash equivalents             $1,508.1     $38.4       $(197.8) (f)  $1,348.7
     Accounts and notes receivable          1,253.0       0.5                      1,253.5
     Contracts in process                     186.0                                  186.0
     Inventories                              338.0                                  338.0
     Deferred income taxes                     89.9                                   89.9
     Prepaid expenses and other               778.7      11.8                        790.5
                                         -------------------------------------------------
       Total Current Assets                 4,153.7      50.7        (197.8)       4,006.6
  Satellites, net                           4,230.0                                4,230.0
  Property, net                             1,707.8      45.3                      1,753.1
  Net Investment in Sales-type Leases         221.1                                  221.1
  Intangible Assets, net                    7,151.3       0.3                      7,151.6
  Excess of purchase price over book
  value of net assets acquired                                        124.8  (f)     124.8
  Investments and Other Assets              1,815.4      36.0                      1,851.4
                                         -------------------------------------------------
  Total Assets                            $19,279.3    $132.3        $(73.0)     $19,338.6
                                         =================================================
  LIABILITIES AND STOCKHOLDER'S EQUITY
  Current Liabilities
     Accounts payable                      $1,224.2     $23.8                     $1,248.0
     Deferred revenues                        137.6       1.0                        138.6
     Short-term borrowings and current
         portion of long-term Debt             24.6                                   24.6
     Accrued liabilities and other          1,304.5      27.4                      1,331.9
                                         -------------------------------------------------
        Total Current Liabilities           2,690.9      52.2                      2,743.1
  Long-Term Debt                            1,292.0       7.1                      1,299.1
  Other Liabilities and Deferred Credits    1,647.3                                1,647.3
  Deferred Income Taxes                       769.3                                  769.3
  Minority Interests                          553.7                                  553.7
  Stockholder's Equity                     12,326.1      73.0         (73.0) (f)  12,326.1
                                         -------------------------------------------------
  Total Liabilities and Stockholder's
      Equity                              $19,279.3    $132.3        $(73.0)     $19,338.6
                                         =================================================

     The  accompanying  notes are an integral  part of the  unaudited  pro forma
condensed combined financial statements.

</TABLE>



<PAGE>

                         HUGHES ELECTRONICS CORPORATION

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                          COMBINED FINANCIAL STATEMENTS

Basis of Presentation

   The accompanying  unaudited pro forma condensed combined financial statements
have been derived from the historical  consolidated financial statements of each
of Hughes and Telocity to give effect to Hughes' acquisition of Telocity.
   The unaudited pro forma condensed combined statement of continuing operations
reflects  adjustments as if the  acquisition had taken place on January 1, 2000.
The unaudited pro forma condensed combined balance sheet reflects adjustments as
if the acquisition had occurred on December 31, 2000. The pro forma  adjustments
described  in the  accompanying  notes are based on  preliminary  estimates  and
various  assumptions  that Hughes  management  believes  are  reasonable  in the
circumstances.
   The pro forma  adjustments  reflected  in the  unaudited  condensed  combined
financial statements were prepared using the purchase method of accounting.  The
allocation  of purchase  price to net assets  acquired  will be made pending the
completion of an independent appraisal currently in process. Also, management is
currently performing an analysis to determine whether or not to make an election
under Internal Revenue Code Section 338(g) to treat this as an asset acquisition
for income tax purposes.  The unaudited pro forma condensed  combined  financial
statements  assume that  management  will make this election.  In the event this
election  is not made,  Hughes  will  record a  deferred  tax asset  related  to
Telocity's  historical net operating losses, and goodwill  amortization will not
be deductible  for income tax purposes.  The purchase price  allocation  will be
completed  pending the  appraisal and analysis that are expected to be completed
by December 31, 2001.
   The  unaudited  condensed  combined  financial  statements  do not purport to
present  the  financial  position  or  results of  operations  of Hughes had the
transaction and events assumed therein occurred on the dates specified,  nor are
they necessarily indicative of the results of operations that may be achieved in
the future.  The unaudited pro forma condensed  combined statement of continuing
operations  does not give effect to any cost savings  that may be realized  from
the acquisition,  which savings relate primarily to the reduction of duplicative
operating, general and administrative expenses.
   The unaudited pro forma condensed  combined financial  statements,  including
the notes thereto,  should be read in conjunction with the audited  consolidated
financial  statements  of Hughes  included in its Annual Report on Form 10-K for
the  year  ended  December  31,  2000  and the  audited  consolidated  financial
statements  of Telocity  included in its Annual Report on Form 10-K for the year
ended December 31, 2000,  filed with the SEC on March 6, 2001 and April 2, 2001,
respectively,  and  Current  Reports  on Form 8-K filed by Hughes  and  Telocity
through the date of this report.
   Certain  historical  Telocity  amounts  have been  combined to conform to the
Hughes presentation.

Pro Forma Adjustments

   The following  adjustments,  which are set forth in millions,  give pro forma
effect to the Telocity acquisition:

a.    To reclassify  certain amounts in the historical  financial  statements of
      Telocity to conform to the Hughes presentation.

b.    Hughes has not as yet  completed an analysis of the relative  fair market
      value of the net assets  acquired from  Telocity in order to determine a
      preliminary  allocation of the  purchase  price.  Accordingly,  the excess
      of the  purchase  price over the book value  of  net  assets  acquired has
      been  presented  as a  single caption  in  the accompanying  unaudited pro
      forma condensed combined  balance sheet.  For purposes of the accompanying
      unaudited  condensed  combined  statement of continuing  operations, such
      excess is being amortized using an estimated  weighted-average  composite
      life of seven years.

c.    To reduce  interest  income on cash required for the Telocity  acquisition
      assuming  Hughes'  historical  interest income rate of 6.7% for the period
      beginning  October 7, 2000 and ending December 31, 2000, during which time
      Hughes had available cash balances.

d.    To increase  interest  expense on  borrowings  required  for the  Telocity
      acquisition assuming Hughes' historical interest expense rate of 7.84% for
      the period  beginning  January 1, 2000 and ending October 6, 2000,  during
      which time Hughes would have required additional borrowings.

e.    Income taxes  associated  with the pro forma  adjustments  discussed above
      have been calculated at an assumed combined federal and state rate of 40%.
      This assumes that Hughes will make an election  which will allow Hughes to
      deduct goodwill for income tax purposes,  however an analysis is currently
      in process to determine whether to make this election.

      The  unaudited  pro  forma  condensed  combined  statement  of  continuing
      operations  have also been adjusted to recognize a tax benefit for federal
      and state income taxes of $56.4 million for Telocity's  historical  losses
      from  continuing  operations  for the year ended  December 31, 2000.  This
      adjustment recognizes that, if the Telocity acquisition had taken place on
      January 1, 2000,  the tax  benefit of  Telocity's  losses  would have been
      realized  in  the  consolidated  federal  tax  return  of  General  Motors
      Corporation.

f.    To record the consideration paid for the acquisition.  These unaudited pro
      forma  condensed   combined   financial   statements  reflect  the  actual
      consideration paid to holders of Telocity common stock of $2.15 per share,
      as well as a $20  million  interim  financing  loan  provided  to Telocity
      pursuant to the Agreement and Plan of Merger dated December 21, 2000.

      For purposes of these  unaudited pro forma  condensed  combined  financial
      statements, the excess of purchase price over the book value of net assets
      acquired  has been  estimated  as follows (in  millions,  except per share
      amounts):

            Outstanding Shares of Telocity Common Stock            82.7
            Cash paid per share                                    $2.15
                                                               ---------
            Cash consideration to shareholders                    177.8
            Interim financing provided to Telocity                 20.0
                                                               ---------
                Purchase price                                    197.8
            Less:  Telocity  net book  value at
              December  31, 2000                                   73.0
                                                               ---------
            Excess of  purchase  price  over book value of
            net assets acquired                                  $124.8
                                                               =========




                                     ******



<PAGE>

                         HUGHES ELECTRONICS CORPORATION


(c)   Exhibits.


Exhibit                                                                   Page
Number                        Description                                Number
------                        -----------                                ------

2.1*    Agreement and Plan of Merger among Hughes Electronics
        Corporation, DIRECTV Broadband, Inc. and Telocity
        Delaware, Inc., dated as of December 21, 2000
        (incorporated by reference to Exhibit 99 (d) (1) to
        the Tender Offer on Schedule TO of Hughes Electronics
        Corporation, filed February 1, 2001).

23.1**  Consent of Independent Accountants.                               11

99.1**  Press Release dated April 3, 2001.                                12

99.2*   Telocity Delaware, Inc. Consolidated Financial Statements
        (incorporated by reference to Telocity's Annual Report
        on Form 10-K for the year ended December 31, 2000,
        filed with the SEC on April 2, 2001).

-----------
*     Incorporated by reference.
**    Filed herewith.



<PAGE>
                         HUGHES ELECTRONICS CORPORATION


                                    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 April 18, 2001                    /s/Roxanne S. Austin
-------------------                    ------------------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT

                PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                Date of Report (Date of Earliest Event Reported)
                                  April 3, 2001

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

                         Commission file number 0-26035

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

                          200 North Sepulveda Boulevard
                          El Segundo, California 90245
                    (Address of principal executive offices)

                                 (310) 662-9688
              (Registrant's telephone number, including area code)
HUGHES ELECTRONICS CORPORATION

Item 2.  Acquisition or Disposition of Assets.

   On April 3, 2001, Hughes Electronics Corporation  ("Hughes"),  a wholly owned
subsidiary  of  General  Motors  Corporation,  acquired  nationwide  residential
Digital  Subscriber  Line  ("DSL")  service  provider  Telocity  Delaware,  Inc.
("Telocity")  through  the  completion  of a  tender  offer  and  merger.  These
transactions  were pursuant to the  Agreement and Plan of Merger dated  December
21, 2000 between Hughes,  Telocity, and DIRECTV Broadband,  Inc., a wholly owned
subsidiary of Hughes. DIRECTV Broadband, Inc. paid $2.15 in cash for each of the
approximately  77.8 million tendered  shares.  The remaining  approximately  4.9
million issued and outstanding  shares of Telocity were converted into the right
to receive $2.15 per share in cash as a result of the merger (subject to certain
shareholders' appraisal rights under Delaware law).
   The purchase price consisted of approximately  $177.8 million in cash, and an
additional  $20 million of interim  financing  provided  by Hughes.  The parties
determined the purchase  price through  arms-length  negotiations.  There was no
material  relationship  between  Telocity or the Telocity  shareholders,  on one
hand, and Hughes or any of its directors, officers, or affiliates (or any of the
affiliates or associates of any of Hughes  directors or officers),  on the other
hand.
   DIRECTV Broadband,  Inc. will operate the Telocity DSL service,  and plans to
integrate it with Hughes' DIRECTV digital multi-channel entertainment service to
create a "whole  house"  entertainment  and  information  solution to complement
Hughes' existing DIRECTV/DirecPC satellite based broadband offering.
   See  Item 7  for  the  pro  forma  effect  of  this  acquisition  on  Hughes'
consolidated  financial  statements.  This Report may contain certain statements
that  Hughes  believes  are,  or  may  be  considered  to  be,  "forward-looking
statements,"  within the meaning of various  provisions of the Securities Act of
1933, as amended and of the Securities  Exchange Act of 1934, as amended.  These
forward-looking statements are based largely on Hughes' current expectations and
are  subject  to a number of risks and  uncertainties,  many of which are beyond
Hughes' control.  Actual results could differ  materially from those anticipated
by these forward-looking  statements as a result of factors described in Hughes'
reports filed with the Securities and Exchange Commission ("SEC"), including its
Annual  Report on Form 10-K for the year ended  December 31, 2000 filed on March
6, 2001,  its Current  Reports on Form 8-K filed through the date of this report
and as a result of other factors.
HUGHES ELECTRONICS CORPORATION

Item 7.  Financial Statements and Exhibits.

(a)   Financial Statements of Business Acquired.

   Telocity's  audited  consolidated  financial  statements  for the year  ended
December 31, 2000 are  incorporated  herein by reference  to  Telocity's  Annual
Report on Form 10-K for the year ended December 31, 2000,  filed with the SEC on
April 2, 2001.

(b)   Pro Forma Financial Information.

   Unaudited Pro Forma Condensed Combined Financial Statements:
    Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2000
    Unaudited Pro Forma Condensed Combined Statement of Continuing Operations
      for the Year Ended December 31, 2000
    Notes to Unaudited Pro Forma Condensed Combined Financial Statements
HUGHES ELECTRONICS CORPORATION

                          Unaudited Pro Forma Condensed
                          Combined Financial Statements

   The following  unaudited pro forma condensed  combined  financial  statements
have been derived from the audited historical  consolidated financial statements
of each of  Hughes  and  Telocity  to give  effect  to  Hughes'  acquisition  of
Telocity.
   The unaudited pro forma condensed combined statement of continuing operations
reflects  adjustments as if the  acquisition had taken place on January 1, 2000.
The unaudited pro forma condensed combined balance sheet reflects adjustments as
if the acquisition had occurred on December 31, 2000. The pro forma  adjustments
described in the accompanying notes are based on various assumptions that Hughes
management believes are reasonable in the circumstances.  The adjustments do not
reflect an allocation of purchase price to the relative fair value of net assets
acquired.  Such allocation will be completed  during the next few months pending
the results of an independent  appraisal and management analysis of the Telocity
net assets acquired. The purchase price presented here does not include expenses
associated with the transaction.
   The unaudited pro forma condensed combined statement of continuing operations
does  not  give  effect  to any  cost  savings  that  may be  realized  from the
acquisition,  which savings  relate  primarily to the  reduction of  duplicative
operating, general and administrative expenses.
   The unaudited pro forma condensed  combined financial  statements,  including
the notes thereto,  should be read in conjunction with the audited  consolidated
financial  statements  of Hughes  included in its Annual Report on Form 10-K for
the  year  ended  December  31,  2000  and the  audited  consolidated  financial
statements  of Telocity  included in its Annual Report on Form 10-K for the year
ended December 31, 2000,  filed with the SEC on March 6, 2001 and April 2, 2001,
respectively.
HUGHES ELECTRONICS CORPORATION

                     UNAUDITED PRO FORMA CONDENSED COMBINED
                       STATEMENT OF CONTINUING OPERATIONS
                      For the Year Ended December 31, 2000
Historical  Historical   Pro Forma     Pro Forma
                                             Hughes    Telocity    Adjustments    Combined
                                             ------    --------    -----------    --------
                                                          (Dollars in Millions)
   Revenues
Direct broadcast, leasing and
         other services                    $6,262.2      $9.4                     $6,271.6
      Product sales                         1,025.4                                1,025.4
                                          ------------------------------------------------
         Total Revenues                     7,287.6       9.4                      7,297.0
                                          ------------------------------------------------
   Operating Costs and Expenses
      Broadcast programming and other
         costs                              2,812.8                                2,812.8
      Cost of products sold                   815.1      29.1         $18.1  (a)     862.3
      Selling, general and
         administrative expenses            3,065.7     140.9         (18.1) (a)   3,188.5
      Depreciation and amortization           948.1      15.6          17.8  (b)     981.5
                                          ------------------------------------------------
         Total Operating Costs and
           Expenses                         7,641.7     185.6          17.8        7,845.1
                                          ------------------------------------------------
   Operating Loss                            (354.1)   (176.2)        (17.8)        (548.1)
   Interest income                             49.3       5.7          (3.1) (c)      51.9
   Interest expense                          (218.2)     (2.9)        (11.9) (d)    (233.0)
   Other, net                                (292.6)                                (292.6)
                                          ------------------------------------------------
   Loss From Continuing Operations
      Before Income Taxes and
      Minority Interests                     (815.6)   (173.4)        (32.8)      (1,021.8)
   Income tax benefit                        (406.1)                  (69.5) (e)    (475.6)
   Minority interests in net losses of
      subsidiaries                             54.1                                   54.1
                                          ------------------------------------------------
   Loss from continuing operations          $(355.4)  $(173.4)        $36.7        $(492.1)
                                          ================================================

      The  accompanying  notes are an integral  part of the  unaudited pro forma
condensed combined financial statements.
HUGHES ELECTRONICS CORPORATION

                          UNAUDITED PRO FORMA CONDENSED
                             COMBINED BALANCE SHEET
                             As of December 31, 2000
Historical  Historical   Pro Forma     Pro Forma
                                             Hughes    Telocity    Adjustments    Combined
                                             ------    --------    -----------    --------
  ASSETS                                                 (Dollars in Millions)
  Current Assets
Cash and cash equivalents             $1,508.1     $38.4       $(197.8) (f)  $1,348.7
     Accounts and notes receivable          1,253.0       0.5                      1,253.5
     Contracts in process                     186.0                                  186.0
     Inventories                              338.0                                  338.0
     Deferred income taxes                     89.9                                   89.9
     Prepaid expenses and other               778.7      11.8                        790.5
                                         -------------------------------------------------
       Total Current Assets                 4,153.7      50.7        (197.8)       4,006.6
  Satellites, net                           4,230.0                                4,230.0
  Property, net                             1,707.8      45.3                      1,753.1
  Net Investment in Sales-type Leases         221.1                                  221.1
  Intangible Assets, net                    7,151.3       0.3                      7,151.6
  Excess of purchase price over book
  value of net assets acquired                                        124.8  (f)     124.8
  Investments and Other Assets              1,815.4      36.0                      1,851.4
                                         -------------------------------------------------
  Total Assets                            $19,279.3    $132.3        $(73.0)     $19,338.6
                                         =================================================
  LIABILITIES AND STOCKHOLDER'S EQUITY
  Current Liabilities
     Accounts payable                      $1,224.2     $23.8                     $1,248.0
     Deferred revenues                        137.6       1.0                        138.6
     Short-term borrowings and current
         portion of long-term Debt             24.6                                   24.6
     Accrued liabilities and other          1,304.5      27.4                      1,331.9
                                         -------------------------------------------------
        Total Current Liabilities           2,690.9      52.2                      2,743.1
  Long-Term Debt                            1,292.0       7.1                      1,299.1
  Other Liabilities and Deferred Credits    1,647.3                                1,647.3
  Deferred Income Taxes                       769.3                                  769.3
  Minority Interests                          553.7                                  553.7
  Stockholder's Equity                     12,326.1      73.0         (73.0) (f)  12,326.1
                                         -------------------------------------------------
  Total Liabilities and Stockholder's
      Equity                              $19,279.3    $132.3        $(73.0)     $19,338.6
                                         =================================================

     The  accompanying  notes are an integral  part of the  unaudited  pro forma
condensed combined financial statements.
HUGHES ELECTRONICS CORPORATION

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                          COMBINED FINANCIAL STATEMENTS

Basis of Presentation

   The accompanying  unaudited pro forma condensed combined financial statements
have been derived from the historical  consolidated financial statements of each
of Hughes and Telocity to give effect to Hughes' acquisition of Telocity.
   The unaudited pro forma condensed combined statement of continuing operations
reflects  adjustments as if the  acquisition had taken place on January 1, 2000.
The unaudited pro forma condensed combined balance sheet reflects adjustments as
if the acquisition had occurred on December 31, 2000. The pro forma  adjustments
described  in the  accompanying  notes are based on  preliminary  estimates  and
various  assumptions  that Hughes  management  believes  are  reasonable  in the
circumstances.
   The pro forma  adjustments  reflected  in the  unaudited  condensed  combined
financial statements were prepared using the purchase method of accounting.  The
allocation  of purchase  price to net assets  acquired  will be made pending the
completion of an independent appraisal currently in process. Also, management is
currently performing an analysis to determine whether or not to make an election
under Internal Revenue Code Section 338(g) to treat this as an asset acquisition
for income tax purposes.  The unaudited pro forma condensed  combined  financial
statements  assume that  management  will make this election.  In the event this
election  is not made,  Hughes  will  record a  deferred  tax asset  related  to
Telocity's  historical net operating losses, and goodwill  amortization will not
be deductible  for income tax purposes.  The purchase price  allocation  will be
completed  pending the  appraisal and analysis that are expected to be completed
by December 31, 2001.
   The  unaudited  condensed  combined  financial  statements  do not purport to
present  the  financial  position  or  results of  operations  of Hughes had the
transaction and events assumed therein occurred on the dates specified,  nor are
they necessarily indicative of the results of operations that may be achieved in
the future.  The unaudited pro forma condensed  combined statement of continuing
operations  does not give effect to any cost savings  that may be realized  from
the acquisition,  which savings relate primarily to the reduction of duplicative
operating, general and administrative expenses.
   The unaudited pro forma condensed  combined financial  statements,  including
the notes thereto,  should be read in conjunction with the audited  consolidated
financial  statements  of Hughes  included in its Annual Report on Form 10-K for
the  year  ended  December  31,  2000  and the  audited  consolidated  financial
statements  of Telocity  included in its Annual Report on Form 10-K for the year
ended December 31, 2000,  filed with the SEC on March 6, 2001 and April 2, 2001,
respectively,  and  Current  Reports  on Form 8-K filed by Hughes  and  Telocity
through the date of this report.
   Certain  historical  Telocity  amounts  have been  combined to conform to the
Hughes presentation.

Pro Forma Adjustments

   The following  adjustments,  which are set forth in millions,  give pro forma
effect to the Telocity acquisition:

a.    To reclassify  certain amounts in the historical  financial  statements of
      Telocity to conform to the Hughes presentation.

b.    Hughes has not as yet  completed an analysis of the relative  fair market
      value of the net assets  acquired from  Telocity in order to determine a
      preliminary  allocation of the  purchase  price.  Accordingly,  the excess
      of the  purchase  price over the book value  of  net  assets  acquired has
      been  presented  as a  single caption  in  the accompanying  unaudited pro
      forma condensed combined  balance sheet.  For purposes of the accompanying
      unaudited  condensed  combined  statement of continuing  operations, such
      excess is being amortized using an estimated  weighted-average  composite
      life of seven years.

c.    To reduce  interest  income on cash required for the Telocity  acquisition
      assuming  Hughes'  historical  interest income rate of 6.7% for the period
      beginning  October 7, 2000 and ending December 31, 2000, during which time
      Hughes had available cash balances.

d.    To increase  interest  expense on  borrowings  required  for the  Telocity
      acquisition assuming Hughes' historical interest expense rate of 7.84% for
      the period  beginning  January 1, 2000 and ending October 6, 2000,  during
      which time Hughes would have required additional borrowings.

e.    Income taxes  associated  with the pro forma  adjustments  discussed above
      have been calculated at an assumed combined federal and state rate of 40%.
      This assumes that Hughes will make an election  which will allow Hughes to
      deduct goodwill for income tax purposes,  however an analysis is currently
      in process to determine whether to make this election.

      The  unaudited  pro  forma  condensed  combined  statement  of  continuing
      operations  have also been adjusted to recognize a tax benefit for federal
      and state income taxes of $56.4 million for Telocity's  historical  losses
      from  continuing  operations  for the year ended  December 31, 2000.  This
      adjustment recognizes that, if the Telocity acquisition had taken place on
      January 1, 2000,  the tax  benefit of  Telocity's  losses  would have been
      realized  in  the  consolidated  federal  tax  return  of  General  Motors
      Corporation.

f.    To record the consideration paid for the acquisition.  These unaudited pro
      forma  condensed   combined   financial   statements  reflect  the  actual
      consideration paid to holders of Telocity common stock of $2.15 per share,
      as well as a $20  million  interim  financing  loan  provided  to Telocity
      pursuant to the Agreement and Plan of Merger dated December 21, 2000.

      For purposes of these  unaudited pro forma  condensed  combined  financial
      statements, the excess of purchase price over the book value of net assets
      acquired  has been  estimated  as follows (in  millions,  except per share
      amounts):

            Outstanding Shares of Telocity Common Stock            82.7
            Cash paid per share                                    $2.15
                                                               ---------
            Cash consideration to shareholders                    177.8
            Interim financing provided to Telocity                 20.0
                                                               ---------
                Purchase price                                    197.8
            Less:  Telocity  net book  value at
              December  31, 2000                                   73.0
                                                               ---------
            Excess of  purchase  price  over book value of
            net assets acquired                                  $124.8
                                                               =========

                                     ******
HUGHES ELECTRONICS CORPORATION

(c)   Exhibits.

Exhibit                                                                   Page
Number                        Description                                Number
------                        -----------                                ------

2.1*    Agreement and Plan of Merger among Hughes Electronics
        Corporation, DIRECTV Broadband, Inc. and Telocity
        Delaware, Inc., dated as of December 21, 2000
        (incorporated by reference to Exhibit 99 (d) (1) to
        the Tender Offer on Schedule TO of Hughes Electronics
        Corporation, filed February 1, 2001).

23.1**  Consent of Independent Accountants.                               11

99.1**  Press Release dated April 3, 2001.                                12

99.2*   Telocity Delaware, Inc. Consolidated Financial Statements
        (incorporated by reference to Telocity's Annual Report
        on Form 10-K for the year ended December 31, 2000,
        filed with the SEC on April 2, 2001).

-----------
*     Incorporated by reference.
**    Filed herewith.
HUGHES ELECTRONICS CORPORATION

                                    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 April 18, 2001                    /s/Roxanne S. Austin
-------------------                    ------------------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)