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) April 12, 2000
                                  ----------------




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




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




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

























                                      - 1 -


ITEM 5. OTHER EVENTS

      On April 12,  2000,  a news  release  was  issued on the  subject of first
quarter consolidated earnings by Hughes Electronics  Corporation  (Hughes).  The
news release did not include certain financial statements, related footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange  Commission  as part of  Hughes'  Quarterly  Report on Form  10-Q.  The
release is as follows:


                  HUGHES REPORTS 85% REVENUE GROWTH AND 57% EBITDA GROWTH
                                IN FIRST QUARTER

  Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
  ============================================================================
                   and Expansion of PanAmSat's Satellite Fleet

      El  Segundo,  Calif.,  April 12,  2000 -- Hughes  Electronics  Corporation
(Hughes),  the world's  leading  provider of digital  television  entertainment,
satellite  services and wireless  systems and  services,  today  reported  first
quarter 2000 revenues increased 85.4% to $1,703.1 million,  compared with $918.4
million in the first quarter of 1999.  EBITDA(1) for the quarter increased 57.1%
to $142.2  million and EBITDA  margin(1)  was 8.3%,  compared to EBITDA of $90.5
million and EBITDA margin of 9.9% in the first quarter of 1999.

      "This quarter's  results reflect the success of our ongoing strategy to be
a  services-driven  company,"  explained  Michael T. Smith,  Hughes chairman and
chief  executive  officer.  "Each of our  operating  segments  showed  excellent
revenue growth,  with service  revenues  generating 84% of our total revenues in
the quarter.  The primary  driver  continued to be DIRECTV,  where we added over
half-a-million new subscribers  worldwide,  including 405,000 here in the United
States.  Additionally,  Hughes Network  Systems (HNS) shipped almost one million
DIRECTV receiver systems in the quarter,  and PanAmSat had strong revenue growth
resulting from the expansion of its satellite fleet.

      "The  EBITDA  growth  in the  quarter  was  fueled  by  PanAmSat,  as they
continued to launch new  satellites,  sign-up  blue-chip  customers  and achieve
EBITDA margins of nearly 70%," Smith concluded.

      Hughes had a first  quarter  2000  loss(2) of $76.6  million,  compared to
earnings(2) of $78.3 million in the same period for 1999. The decline was due to
higher depreciation and amortization  expenses related principally to the United
States Satellite  Broadcasting Company, Inc. (USSB) and PRIMESTAR  transactions;
an increase in net interest  expense;  and an increase in Hughes' portion of the
operational   losses  of  DIRECTV  Japan  (reported  in  "Other,   net").   Also
contributing  to the  change was the net  effect of two  one-time  items in 1999
associated with discontinued operations. These were a one-time after-tax gain of
$94  million  related to the  settlement  of the  Williams  patent  infringement
case(3),  which was  partially  offset  by a  one-time  after-tax  charge of $49
million   associated   with  the   termination   of  the  Asia  Pacific   Mobile
Telecommunications (APMT) satellite system contract.

      Also in the first  quarter of 2000,  Hughes  reported  a one-time  pre-tax
charge of $171 million (also reported in "Other, net") related to its previously
announced  agreement with SkyPerfecTV!  and the  discontinuation  of the DIRECTV
Japan business.  The after-tax  impact of this charge was a loss of $13 million,
which  includes  the tax  benefits  associated  with the  write-off  of  Hughes'
historical investments in DIRECTV Japan.








                                      - 2 -

                            SEGMENT FINANCIAL REVIEW

                            Direct-To-Home Broadcast

      First  quarter  revenues  for the  segment  more than  doubled to $1,173.8
million  from  $556.6  million in the first  quarter of 1999.  The  segment  had
negative  EBITDA of $9.2  million  compared  with EBITDA of $3.9  million in the
first quarter of 1999.

      United States: DIRECTV reported quarterly revenues of $1,059 million, more
than twice last year's first quarter revenues of $474 million.  The increase was
due to  continued  strong  subscriber  growth,  as well as  additional  revenues
resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  405,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 33%  increase  over  the  304,000  net new
subscribers  added in the first quarter of 1999. In addition,  275,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power  service in the quarter.  As of March 31, 2000, DIRECTV had more than
8.3  million   subscribers,   including   approximately  one  million  customers
subscribing  to  PRIMESTAR  By  DIRECTV.  By  comparison,  DIRECTV had about 4.8
million subscribers as of March 31, 1999.

      EBITDA for the first quarter of 2000 was $31 million compared to EBITDA of
$25 million in last year's first quarter.  This increase was  principally due to
EBITDA  contributions  from  the  USSB  and  PRIMESTAR  transactions  as well as
improved EBITDA resulting from the larger high-power subscriber base, which more
than offset the higher  marketing costs  associated  with the record  subscriber
growth in the quarter.

      Latin America:The DIRECTV business in Latin America generated $114 million
in revenues for the quarter  compared  with $61 million in the first  quarter of
1999. This increase was due to continued strong subscriber growth and additional
revenues resulting from the consolidation of Galaxy Brasil,  Ltda.  (GLB)(4) and
Grupo Galaxy Mexicana, S.A. de C.V. (GGM)(4).

      The DIRECTV  service in Latin America added 105,000 net new subscribers in
the first quarter of 2000, a 50% increase  over the 70,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
March 31, 2000 was 909,000. By comparison,  DIRECTV subscribers in Latin America
totaled 554,000 as of March 31, 1999.

      The DIRECTV  business in Latin America had negative  EBITDA of $38 million
compared  to negative  EBITDA of $20  million  for the same period in 1999.  The
change was primarily due to the impact of the  consolidation  of GLB and GGM and
higher marketing expenses associated with the record subscriber growth.

      Japan:  As part of an  agreement  announced  in March  2000,  the  425,000
DIRECTV Japan  subscribers  (as of March 31, 2000) will have the  opportunity to
migrate to the SkyPerfecTV!  subscriber base and DIRECTV Japan's operations will
be discontinued. In addition, Hughes obtained an equity interest in SkyPerfecTV!
of  approximately  6.6%.  As a result of this  agreement,  Hughes  recorded  the
previously  mentioned  one-time  pre-tax  charge of $171  million  ($13  million
after-tax).

      Hughes' share of DIRECTV  Japan's  operating  loss was $59 million for the
quarter,  compared with a loss of $19 million in the first quarter of 1999. This
higher loss was due to the  increased  investment  in DIRECTV  Japan that Hughes
made in the third quarter of 1999, and higher  marketing  expenses.  Hughes will
continue to report its share of DIRECTV Japan's losses throughout 2000, at which
time the business is expected to be discontinued.






                                      - 3 -

                               Satellite Services

      PanAmSat,  which is  81%-owned  by Hughes,  reported  first  quarter  2000
revenues of $299.1  million  compared  with $193.5  million in the prior  year's
period.  The 54.6% increase was driven primarily by several large outright sales
and  sales-type  leases of  satellite  transponders  totaling  $94  million  for
customers on the recently  launched Galaxy XR satellite.  Revenues from outright
sales and sales-type  leases  represent  substantial  long term  commitments for
PanAmSat  services and these  transactions are subject to greater variation from
period to period than are operating lease revenues.

      EBITDA for the segment in the quarter was $201.0 million, a 37.7% increase
over first  quarter  1999 EBITDA of $146.0  million.  The increase in EBITDA was
primarily due to the outright sales and  sales-type  leases in the first quarter
of 2000. EBITDA margin in the first quarter of 2000 was 67.2%, compared to 75.5%
in the same period of 1999.  This  decline was due to lower  margins  associated
with the outright sales and sales-type  leases.  Excluding  sales and sales-type
lease  activity in the first quarter of 2000,  EBITDA was $153 million or 75% of
corresponding revenues.

                                 Network Systems

      Hughes  Network  Systems (HNS) grew first  quarter 2000 revenues  57.9% to
$364.5 million,  versus $230.9 million in the first quarter of 1999  principally
due to higher sales of DIRECTV receiver  equipment.  HNS shipped 980,000 DIRECTV
receiver systems in the first quarter of 2000,  compared to 190,000 units in the
same period last year.

      In the quarter,  HNS attained EBITDA of $11.8 million and EBITDA margin of
3.2%,  compared to negative EBITDA of $5.9 million in the first quarter of 1999.
The  improved  EBITDA is primarily  attributable  to the  increased  revenue and
profit  resulting from higher volumes of DIRECTV receiver systems shipped in the
current quarter,  a one-time first quarter 1999 charge of $11 million associated
with the termination of the APMT satellite system  contract,  and higher margins
on sales of private business network systems in the first quarter of 2000.

                                  BALANCE SHEET

      From December 31, 1999 to March 31, 2000, the Company's  consolidated cash
balance  declined $5.7 million to $232.5 million and total debt increased $448.4
million to $2,589.8 million. The principal cash requirements for the first three
months of 2000  were  related  to  capital  expenditures  for  property,  plant,
equipment and satellites.

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

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

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

(1)  EBITDA (Earnings Before Interest,  Taxes, Depreciation and Amortization) is
     the sum of  operating  profit  (loss) and  depreciation  and  amortization.
     EBITDA margin is calculated by dividing EBITDA by total revenues.
(2)  Excludes the effects of purchase accounting  adjustments related to General
     Motors' acquisition of Hughes in 1985.


                                      - 4 -


(3)  Hughes was awarded a final judgement arising from its long-running Williams
     patent infringement case, which was originally filed by Hughes in 1973. The
     award resulted from the repeated infringement by the U.S. Government over a
     span  of  two  decades  of  a  patent  that  revolutionized  communications
     satellite attitude control and made the geosynchronous satellite practical.
     A payment of $154.6  million was received in the first  quarter of 1999 and
     the  after-tax  amount  of $94.3  million  was  recorded  in  "Income  from
     discontinued operations, net of taxes."
(4)  Galaxy Brasil, Ltda. (GLB) is the local operating company providing DIRECTV
     service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
     operating company providing DIRECTV service in Mexico. SurFin Ltd.,
     provides financing for DIRECTV receiving equipment in Latin America. As a
     result of transactions that were completed in July 1999 (GLB), February
     1999 (GGM) and November 1998 (SurFin), Hughes now consolidates each of
     these companies from their respective dates of acquisition.


                                            ###

















































                                      - 5 -

STATEMENT OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
                                                         Three Months Ended
                                                              March 31,
                                                       ---------------------
                                                           2000        1999
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and other services            $1,432.0      $755.8
Product sales                                              271.1       162.6
----------------------------------------------------------------------------
   Total Revenues                                        1,703.1       918.4
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other costs                      667.8       313.9
Cost of products sold                                      198.3       136.2
Selling, general, and administrative expenses              694.8       377.8
Depreciation and amortization                              204.7       110.9
----------------------------------------------------------------------------
   Total Operating Costs and Expenses                    1,765.6       938.8
----------------------------------------------------------------------------
Operating Loss                                             (62.5)      (20.4)
Interest income                                              3.9        13.6
Interest expense                                           (44.9)       (6.9)
Other, net                                                (234.2)      (17.3)
----------------------------------------------------------------------------
Loss from Continuing Operations Before Income Taxes
   And Minority Interests                                 (337.7)      (31.0)
Income tax benefit                                        (221.8)      (13.4)
Minority interests in net losses of subsidiaries             7.6         6.5
----------------------------------------------------------------------------
Loss from continuing operations                           (108.3)      (11.1)
Income from discontinued operations,
   net of taxes                                             26.4        84.1
----------------------------------------------------------------------------
Net Income (Loss)                                          (81.9)       73.0
Adjustments to exclude the effect of GM
   purchase accounting adjustments                           5.3         5.3
----------------------------------------------------------------------------
Earnings (Loss) Excluding the Effect of
   GM Purchase Accounting Adjustments                      (76.6)       78.3
Preferred stock dividends                                  (24.7)         -
----------------------------------------------------------------------------
Earnings (Loss) Used for Computation of Available
   Separate Consolidated Net Income (Loss)               $(101.3)      $78.3
============================================================================
Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors
   Class H Common Stock outstanding
   (in millions) (Numerator)                               137.8       106.3
Average Class H dividend base (in millions)
   (Denominator)                                           431.5       400.2
Available Separate Consolidated Net Income (Loss)         $(32.4)      $20.8
============================================================================


















                                      - 6 -
SELECTED SEGMENT DATA
(Dollars in Millions)
                                                         Three Months Ended
                                                              March 31,
                                                         ------------------
                                                         2000        1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                                        $1,173.8      $556.6
EBITDA (1)                                                (9.2)       $3.9
EBITDA Margin (1)                                          N/A         0.7%
Operating Loss                                         $(126.0)     $(23.4)
Depreciation and Amortization                           $116.8       $27.3
Capital Expenditures (2)                                $168.0       $77.6
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                                          $299.1      $193.5
EBITDA (1)                                               201.0      $146.0
EBITDA Margin (1)                                         67.2%       75.5%
Operating Profit                                        $127.3       $78.3
Operating Profit Margin                                   42.6%       40.5%
Depreciation and Amortization                            $73.7       $67.7
Capital Expenditures (3)                                $158.0      $339.8
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                                          $364.5      $230.9
EBITDA (1)                                               $11.8       $(5.9)
EBITDA Margin (1)                                          3.2%        N/A
Operating Profit (Loss)                                   $0.6      $(17.8)
Operating Profit Margin                                    0.2%        N/A
Depreciation and Amortization                            $11.2       $11.9
Capital Expenditures (4)                                 $67.6        $2.2
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                                         $(134.3)     $(62.6)
EBITDA (1)                                              $(61.4)     $(53.5)
Operating Loss                                          $(64.4)     $(57.5)
Depreciation and Amortization                             $3.0        $4.0
Capital Expenditures                                     $20.7      $(32.2)
--------------------------------------------------------------------------
TOTAL
Total Revenues                                        $1,703.1      $918.4
EBITDA (1)                                              $142.2       $90.5
EBITDA Margin (1)                                          8.3%        9.9%
Operating Loss                                          $(62.5)     $(20.4)
Depreciation and Amortization                           $204.7      $110.9
Capital Expenditures                                    $414.3      $387.4
==========================================================================
(1)  EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is
     the sum of operating profit (loss) and depreciation and amortization.
     EBITDA margin is calculated by dividing EBITDA by total revenues.
(2)  Includes  expenditures  related to satellites  amounting to $11.6 million
     and $53.0 million in the first quarter of 2000 and 1999, respectively.
(3)  Includes expenditures related to satellites amounting to $146.0 million and
     $189.7 million in the first quarter of 2000 and 1999,  respectively.  Also
     included in the first quarter of 1999 amount is $141.3 million related to
     the early buy-out of a satellite sale-leaseback.
(4)  Includes  expenditures related to satellites amounting to $53.7 million in
     the first quarter of 2000.














                                      - 7 -


BALANCE SHEET
(Dollars in Millions)
                                                   March 31,       December 31,
ASSETS                                              2000               1999
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $232.5           $238.2
Accounts and notes receivable                         987.0            960.9
Contracts in process                                  163.3            155.8
Inventories                                           319.7            236.1
Net assets of discontinued operations               1,322.4          1,224.6
Deferred income taxes                                 545.9            254.3
Prepaid expenses and other                            969.5            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,540.3          3,858.0
Satellites - net                                    4,037.3          3,907.3
Property - net                                      1,314.6          1,223.0
Net Investment in Sales-type Leases                   178.3            146.1
Intangible Assets - net                             7,341.8          7,406.0
Investments and Other Assets                        2,556.0          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $19,968.3        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,147.6         $1,062.2
Deferred revenues                                     132.5            130.5
Short-term borrowings and current
  portion of long-term debt                           732.6            555.4
Accrued liabilities and other                       1,281.5            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,294.2          2,642.1
Long-Term Debt                                      1,857.2          1,586.0
Other Liabilities and Deferred Credits              1,399.8          1,454.2
Deferred Income Taxes                               1,042.7            689.1
Commitments and Contingencies
Minority Interests                                    564.2            544.3
Stockholder's Equity                               11,810.2         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $19,968.3        $18,597.0
============================================================================

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



















                                      - 8 -


                                    SIGNATURE


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


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



                                       By
Date April 12, 2000                    /s/Roxanne S. Austin
     ----------------                  -----------------------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)

















































                                      - 9 -
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SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) April 12, 2000
                                  ----------------

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

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

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

                                      - 1 -

ITEM 5. OTHER EVENTS

      On April 12,  2000,  a news  release  was  issued on the  subject of first
quarter consolidated earnings by Hughes Electronics  Corporation  (Hughes).  The
news release did not include certain financial statements, related footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange  Commission  as part of  Hughes'  Quarterly  Report on Form  10-Q.  The
release is as follows:

                  HUGHES REPORTS 85% REVENUE GROWTH AND 57% EBITDA GROWTH
                                IN FIRST QUARTER

  Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
  ============================================================================
                   and Expansion of PanAmSat's Satellite Fleet

      El  Segundo,  Calif.,  April 12,  2000 -- Hughes  Electronics  Corporation
(Hughes),  the world's  leading  provider of digital  television  entertainment,
satellite  services and wireless  systems and  services,  today  reported  first
quarter 2000 revenues increased 85.4% to $1,703.1 million,  compared with $918.4
million in the first quarter of 1999.  EBITDA(1) for the quarter increased 57.1%
to $142.2  million and EBITDA  margin(1)  was 8.3%,  compared to EBITDA of $90.5
million and EBITDA margin of 9.9% in the first quarter of 1999.

      "This quarter's  results reflect the success of our ongoing strategy to be
a  services-driven  company,"  explained  Michael T. Smith,  Hughes chairman and
chief  executive  officer.  "Each of our  operating  segments  showed  excellent
revenue growth,  with service  revenues  generating 84% of our total revenues in
the quarter.  The primary  driver  continued to be DIRECTV,  where we added over
half-a-million new subscribers  worldwide,  including 405,000 here in the United
States.  Additionally,  Hughes Network  Systems (HNS) shipped almost one million
DIRECTV receiver systems in the quarter,  and PanAmSat had strong revenue growth
resulting from the expansion of its satellite fleet.

      "The  EBITDA  growth  in the  quarter  was  fueled  by  PanAmSat,  as they
continued to launch new  satellites,  sign-up  blue-chip  customers  and achieve
EBITDA margins of nearly 70%," Smith concluded.

      Hughes had a first  quarter  2000  loss(2) of $76.6  million,  compared to
earnings(2) of $78.3 million in the same period for 1999. The decline was due to
higher depreciation and amortization  expenses related principally to the United
States Satellite  Broadcasting Company, Inc. (USSB) and PRIMESTAR  transactions;
an increase in net interest  expense;  and an increase in Hughes' portion of the
operational   losses  of  DIRECTV  Japan  (reported  in  "Other,   net").   Also
contributing  to the  change was the net  effect of two  one-time  items in 1999
associated with discontinued operations. These were a one-time after-tax gain of
$94  million  related to the  settlement  of the  Williams  patent  infringement
case(3),  which was  partially  offset  by a  one-time  after-tax  charge of $49
million   associated   with  the   termination   of  the  Asia  Pacific   Mobile
Telecommunications (APMT) satellite system contract.

      Also in the first  quarter of 2000,  Hughes  reported  a one-time  pre-tax
charge of $171 million (also reported in "Other, net") related to its previously
announced  agreement with SkyPerfecTV!  and the  discontinuation  of the DIRECTV
Japan business.  The after-tax  impact of this charge was a loss of $13 million,
which  includes  the tax  benefits  associated  with the  write-off  of  Hughes'
historical investments in DIRECTV Japan.

                                      - 2 -

                            SEGMENT FINANCIAL REVIEW

                            Direct-To-Home Broadcast

      First  quarter  revenues  for the  segment  more than  doubled to $1,173.8
million  from  $556.6  million in the first  quarter of 1999.  The  segment  had
negative  EBITDA of $9.2  million  compared  with EBITDA of $3.9  million in the
first quarter of 1999.

      United States: DIRECTV reported quarterly revenues of $1,059 million, more
than twice last year's first quarter revenues of $474 million.  The increase was
due to  continued  strong  subscriber  growth,  as well as  additional  revenues
resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  405,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 33%  increase  over  the  304,000  net new
subscribers  added in the first quarter of 1999. In addition,  275,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power  service in the quarter.  As of March 31, 2000, DIRECTV had more than
8.3  million   subscribers,   including   approximately  one  million  customers
subscribing  to  PRIMESTAR  By  DIRECTV.  By  comparison,  DIRECTV had about 4.8
million subscribers as of March 31, 1999.

      EBITDA for the first quarter of 2000 was $31 million compared to EBITDA of
$25 million in last year's first quarter.  This increase was  principally due to
EBITDA  contributions  from  the  USSB  and  PRIMESTAR  transactions  as well as
improved EBITDA resulting from the larger high-power subscriber base, which more
than offset the higher  marketing costs  associated  with the record  subscriber
growth in the quarter.

      Latin America:The DIRECTV business in Latin America generated $114 million
in revenues for the quarter  compared  with $61 million in the first  quarter of
1999. This increase was due to continued strong subscriber growth and additional
revenues resulting from the consolidation of Galaxy Brasil,  Ltda.  (GLB)(4) and
Grupo Galaxy Mexicana, S.A. de C.V. (GGM)(4).

      The DIRECTV  service in Latin America added 105,000 net new subscribers in
the first quarter of 2000, a 50% increase  over the 70,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
March 31, 2000 was 909,000. By comparison,  DIRECTV subscribers in Latin America
totaled 554,000 as of March 31, 1999.

      The DIRECTV  business in Latin America had negative  EBITDA of $38 million
compared  to negative  EBITDA of $20  million  for the same period in 1999.  The
change was primarily due to the impact of the  consolidation  of GLB and GGM and
higher marketing expenses associated with the record subscriber growth.

      Japan:  As part of an  agreement  announced  in March  2000,  the  425,000
DIRECTV Japan  subscribers  (as of March 31, 2000) will have the  opportunity to
migrate to the SkyPerfecTV!  subscriber base and DIRECTV Japan's operations will
be discontinued. In addition, Hughes obtained an equity interest in SkyPerfecTV!
of  approximately  6.6%.  As a result of this  agreement,  Hughes  recorded  the
previously  mentioned  one-time  pre-tax  charge of $171  million  ($13  million
after-tax).

      Hughes' share of DIRECTV  Japan's  operating  loss was $59 million for the
quarter,  compared with a loss of $19 million in the first quarter of 1999. This
higher loss was due to the  increased  investment  in DIRECTV  Japan that Hughes
made in the third quarter of 1999, and higher  marketing  expenses.  Hughes will
continue to report its share of DIRECTV Japan's losses throughout 2000, at which
time the business is expected to be discontinued.

                                      - 3 -

                               Satellite Services

      PanAmSat,  which is  81%-owned  by Hughes,  reported  first  quarter  2000
revenues of $299.1  million  compared  with $193.5  million in the prior  year's
period.  The 54.6% increase was driven primarily by several large outright sales
and  sales-type  leases of  satellite  transponders  totaling  $94  million  for
customers on the recently  launched Galaxy XR satellite.  Revenues from outright
sales and sales-type  leases  represent  substantial  long term  commitments for
PanAmSat  services and these  transactions are subject to greater variation from
period to period than are operating lease revenues.

      EBITDA for the segment in the quarter was $201.0 million, a 37.7% increase
over first  quarter  1999 EBITDA of $146.0  million.  The increase in EBITDA was
primarily due to the outright sales and  sales-type  leases in the first quarter
of 2000. EBITDA margin in the first quarter of 2000 was 67.2%, compared to 75.5%
in the same period of 1999.  This  decline was due to lower  margins  associated
with the outright sales and sales-type  leases.  Excluding  sales and sales-type
lease  activity in the first quarter of 2000,  EBITDA was $153 million or 75% of
corresponding revenues.

                                 Network Systems

      Hughes  Network  Systems (HNS) grew first  quarter 2000 revenues  57.9% to
$364.5 million,  versus $230.9 million in the first quarter of 1999  principally
due to higher sales of DIRECTV receiver  equipment.  HNS shipped 980,000 DIRECTV
receiver systems in the first quarter of 2000,  compared to 190,000 units in the
same period last year.

      In the quarter,  HNS attained EBITDA of $11.8 million and EBITDA margin of
3.2%,  compared to negative EBITDA of $5.9 million in the first quarter of 1999.
The  improved  EBITDA is primarily  attributable  to the  increased  revenue and
profit  resulting from higher volumes of DIRECTV receiver systems shipped in the
current quarter,  a one-time first quarter 1999 charge of $11 million associated
with the termination of the APMT satellite system  contract,  and higher margins
on sales of private business network systems in the first quarter of 2000.

                                  BALANCE SHEET

      From December 31, 1999 to March 31, 2000, the Company's  consolidated cash
balance  declined $5.7 million to $232.5 million and total debt increased $448.4
million to $2,589.8 million. The principal cash requirements for the first three
months of 2000  were  related  to  capital  expenditures  for  property,  plant,
equipment and satellites.

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

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

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

(1)  EBITDA (Earnings Before Interest,  Taxes, Depreciation and Amortization) is
     the sum of  operating  profit  (loss) and  depreciation  and  amortization.
     EBITDA margin is calculated by dividing EBITDA by total revenues.
(2)  Excludes the effects of purchase accounting  adjustments related to General
     Motors' acquisition of Hughes in 1985.

                                      - 4 -

(3)  Hughes was awarded a final judgement arising from its long-running Williams
     patent infringement case, which was originally filed by Hughes in 1973. The
     award resulted from the repeated infringement by the U.S. Government over a
     span  of  two  decades  of  a  patent  that  revolutionized  communications
     satellite attitude control and made the geosynchronous satellite practical.
     A payment of $154.6  million was received in the first  quarter of 1999 and
     the  after-tax  amount  of $94.3  million  was  recorded  in  "Income  from
     discontinued operations, net of taxes."
(4)  Galaxy Brasil, Ltda. (GLB) is the local operating company providing DIRECTV
     service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
     operating company providing DIRECTV service in Mexico. SurFin Ltd.,
     provides financing for DIRECTV receiving equipment in Latin America. As a
     result of transactions that were completed in July 1999 (GLB), February
     1999 (GGM) and November 1998 (SurFin), Hughes now consolidates each of
     these companies from their respective dates of acquisition.

                                            ###

                                      - 5 -

STATEMENT OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
                                                         Three Months Ended
                                                              March 31,
                                                       ---------------------
                                                           2000        1999
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and other services            $1,432.0      $755.8
Product sales                                              271.1       162.6
----------------------------------------------------------------------------
   Total Revenues                                        1,703.1       918.4
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other costs                      667.8       313.9
Cost of products sold                                      198.3       136.2
Selling, general, and administrative expenses              694.8       377.8
Depreciation and amortization                              204.7       110.9
----------------------------------------------------------------------------
   Total Operating Costs and Expenses                    1,765.6       938.8
----------------------------------------------------------------------------
Operating Loss                                             (62.5)      (20.4)
Interest income                                              3.9        13.6
Interest expense                                           (44.9)       (6.9)
Other, net                                                (234.2)      (17.3)
----------------------------------------------------------------------------
Loss from Continuing Operations Before Income Taxes
   And Minority Interests                                 (337.7)      (31.0)
Income tax benefit                                        (221.8)      (13.4)
Minority interests in net losses of subsidiaries             7.6         6.5
----------------------------------------------------------------------------
Loss from continuing operations                           (108.3)      (11.1)
Income from discontinued operations,
   net of taxes                                             26.4        84.1
----------------------------------------------------------------------------
Net Income (Loss)                                          (81.9)       73.0
Adjustments to exclude the effect of GM
   purchase accounting adjustments                           5.3         5.3
----------------------------------------------------------------------------
Earnings (Loss) Excluding the Effect of
   GM Purchase Accounting Adjustments                      (76.6)       78.3
Preferred stock dividends                                  (24.7)         -
----------------------------------------------------------------------------
Earnings (Loss) Used for Computation of Available
   Separate Consolidated Net Income (Loss)               $(101.3)      $78.3
============================================================================
Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors
   Class H Common Stock outstanding
   (in millions) (Numerator)                               137.8       106.3
Average Class H dividend base (in millions)
   (Denominator)                                           431.5       400.2
Available Separate Consolidated Net Income (Loss)         $(32.4)      $20.8
============================================================================

                                      - 6 -
SELECTED SEGMENT DATA
(Dollars in Millions)
                                                         Three Months Ended
                                                              March 31,
                                                         ------------------
                                                         2000        1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                                        $1,173.8      $556.6
EBITDA (1)                                                (9.2)       $3.9
EBITDA Margin (1)                                          N/A         0.7%
Operating Loss                                         $(126.0)     $(23.4)
Depreciation and Amortization                           $116.8       $27.3
Capital Expenditures (2)                                $168.0       $77.6
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                                          $299.1      $193.5
EBITDA (1)                                               201.0      $146.0
EBITDA Margin (1)                                         67.2%       75.5%
Operating Profit                                        $127.3       $78.3
Operating Profit Margin                                   42.6%       40.5%
Depreciation and Amortization                            $73.7       $67.7
Capital Expenditures (3)                                $158.0      $339.8
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                                          $364.5      $230.9
EBITDA (1)                                               $11.8       $(5.9)
EBITDA Margin (1)                                          3.2%        N/A
Operating Profit (Loss)                                   $0.6      $(17.8)
Operating Profit Margin                                    0.2%        N/A
Depreciation and Amortization                            $11.2       $11.9
Capital Expenditures (4)                                 $67.6        $2.2
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                                         $(134.3)     $(62.6)
EBITDA (1)                                              $(61.4)     $(53.5)
Operating Loss                                          $(64.4)     $(57.5)
Depreciation and Amortization                             $3.0        $4.0
Capital Expenditures                                     $20.7      $(32.2)
--------------------------------------------------------------------------
TOTAL
Total Revenues                                        $1,703.1      $918.4
EBITDA (1)                                              $142.2       $90.5
EBITDA Margin (1)                                          8.3%        9.9%
Operating Loss                                          $(62.5)     $(20.4)
Depreciation and Amortization                           $204.7      $110.9
Capital Expenditures                                    $414.3      $387.4
==========================================================================
(1)  EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is
     the sum of operating profit (loss) and depreciation and amortization.
     EBITDA margin is calculated by dividing EBITDA by total revenues.
(2)  Includes  expenditures  related to satellites  amounting to $11.6 million
     and $53.0 million in the first quarter of 2000 and 1999, respectively.
(3)  Includes expenditures related to satellites amounting to $146.0 million and
     $189.7 million in the first quarter of 2000 and 1999,  respectively.  Also
     included in the first quarter of 1999 amount is $141.3 million related to
     the early buy-out of a satellite sale-leaseback.
(4)  Includes  expenditures related to satellites amounting to $53.7 million in
     the first quarter of 2000.

                                      - 7 -

BALANCE SHEET
(Dollars in Millions)
                                                   March 31,       December 31,
ASSETS                                              2000               1999
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $232.5           $238.2
Accounts and notes receivable                         987.0            960.9
Contracts in process                                  163.3            155.8
Inventories                                           319.7            236.1
Net assets of discontinued operations               1,322.4          1,224.6
Deferred income taxes                                 545.9            254.3
Prepaid expenses and other                            969.5            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,540.3          3,858.0
Satellites - net                                    4,037.3          3,907.3
Property - net                                      1,314.6          1,223.0
Net Investment in Sales-type Leases                   178.3            146.1
Intangible Assets - net                             7,341.8          7,406.0
Investments and Other Assets                        2,556.0          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $19,968.3        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,147.6         $1,062.2
Deferred revenues                                     132.5            130.5
Short-term borrowings and current
  portion of long-term debt                           732.6            555.4
Accrued liabilities and other                       1,281.5            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,294.2          2,642.1
Long-Term Debt                                      1,857.2          1,586.0
Other Liabilities and Deferred Credits              1,399.8          1,454.2
Deferred Income Taxes                               1,042.7            689.1
Commitments and Contingencies
Minority Interests                                    564.2            544.3
Stockholder's Equity                               11,810.2         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $19,968.3        $18,597.0
============================================================================

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

                                      - 8 -

                                    SIGNATURE

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

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

                                       By
Date April 12, 2000                    /s/Roxanne S. Austin
     ----------------                  -----------------------------------
                                       (Roxanne S. Austin,
                                        Chief Financial Officer)

                                      - 9 -