SC 14D9/A

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

                                AMENDMENT NO. 1
                                      TO
                                SCHEDULE 14D-9
                                (RULE 14D-101)
         Solicitation/Recommendation Statement under Section 14(d)(4)
                    of the Securities Exchange Act of 1934

                            Telocity Delaware, Inc.
                            -----------------------
                           (Name of Subject Company)

                            Telocity Delaware, Inc.
                            -----------------------
                       (Name of Person Filing Statement)

                   Common Stock, par value $0.001 per share
                   ----------------------------------------
                        (Title of Class of Securities)

                                    87971D
                     (CUSIP Number of Class of Securities)

                                 Scott Martin
                                 ------------
                           Executive Vice President,
                  Chief Administrative Officer and Secretary
                           Teloccity Delaware, Inc.
                           10355 North DeAnza Blvd.
                          Cupertino, California 95014
                                (408) 863-6600

 (Name, address, and telephone numbers of person authorized to receive notices
         and communications on behalf of the persons filing statement)

                                With Copies to

                           Diane Holt Frankle, Esq.
                       Gray Cary Ware & Friedenrich LLP
                              400 Hamilton Avenue
                       Palo Alto, California 94301-1825
                                (650) 833-2000

[_]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.


     This Amendment No. 1 (the "Amendment") amends and supplements the Schedule
14D-9 initially filed with the Securities and Exchange Commission (the "SEC") on
February 1, 2001 (the "Schedule 14D-9"), by Telocity Delaware, Inc., a Delaware
corporation ("Telocity"), relating to the tender offer by DIRECTV Broadband
Inc., a Delaware corporation ("DIRECTV") and wholly owned subsidiary of Hughes
Electronics Corporation, a Delaware corporation ("Hughes"), to purchase all of
the issued and outstanding shares of Telocity common stock, par value $.001 per
share (the "Shares"), at a purchase price of $2.15 per Share, net to the seller
in cash, less any withholding taxes, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 1,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which were previously filed as Exhibits (a)(1) and (a)(2) to the Schedule
14D-9.  Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings given to such terms in the Schedule 14D-9.

ITEM 8.  ADDITIONAL INFORMATION

     The information set forth under the caption "Item 8. Additional
Information" in the Schedule 14D-9 is amended and supplemented as follows:

     The information set forth in the press release issued jointly by Hughes
Electronics Corporation and Telocity Delaware, Inc. on February 8, 2001, filed
as an Exhibit to this Amendment (see Item 9), is incorporated herein by
reference.

ITEM 9.  EXHIBITS
Item 9 is hereby amended and supplemented by the addition of the following
exhibit:

     (a)(13) Press Release issued jointly by Hughes Electronics Corporation and
             Telocity Delaware, Inc. on February 8, 2001.


After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.


                              Telocity Delaware, Inc.



                              By:  /s/ Scott Martin
                                  ___________________________
                                  Scott Martin
                                  Executive Vice President, Chief Administrative
                                  Officer and Corporate Secretary

                              Dated: February 9, 2001


EXHIBIT INDEX

Exhibit No.  Exhibit Name

(a)(13)      Press Release issued jointly by Hughes Electronics Corporation and
             Telocity Delaware, Inc. on February 8, 2001.

EX-99.(A)(13)

                                                                 EXHIBIT (a)(13)


[LOGO OF HUGHES(TM)]         [LOGO OF TELOCITY(TM)]


FOR IMMEDIATE RELEASE

Hughes Contact: Richard Dore (310) 662-9670
Telocity Contact: Lynne Farris (408) 863-6643

            HUGHES' PENDING OFFER FOR TELOCITY CLEARED TO PROCEED
                UNDER U.S. PRE-MERGER NOTIFICATION REQUIREMENTS

El Segundo, Calif., and Cupertino, Calif. (Feb 8, 2001) -- HUGHES Electronics
Corporation (NYSE: GMH) and Telocity Delaware, Inc. (Nasdaq NM: TLCT) today
announced that the waiting period applicable to Hughes' pending tender offer for
Telocity under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59
p.m. Eastern Time on February 7, 2001.

On December 21, 2000, HUGHES and Telocity announced an agreement in which
HUGHES, through a subsidiary, would acquire all the outstanding shares of common
stock of Telocity at a purchase price of $2.15 per share, or approximately $178
million, subject to the satisfaction of certain conditions.  As previously
announced, a cash tender offer for those shares commenced February 1, 2001 and
is scheduled to expire at 5:00 p.m. Eastern Time on April 2, 2001, unless
extended.  The expiration or early termination of the HSR waiting period was a
condition to completion of the tender offer.  The consummation of the tender
offer remains subject to customary closing conditions.

The information agent for the tender offer is Morrow & Co., Inc.  For additional
information please contact Morrow & Co., Inc. at (800) 607-0088.

HUGHES is the world leader in digital television entertainment, satellite
services and satellite-based private business networks.  The earnings of HUGHES,
a unit of General Motors Corporation, are used to calculate the earnings per
share attributable to the General Motors Class H common stock (NYSE:GMH).

Telocity is a leading nationwide provider of integrated residential broadband
services. Telocity improves today's dial-up, or narrowband, experience through
faster and reliable services that enhance Internet surfing, shopping, and
communications.  Telocity intends to expand its broadband services to packaged
value-added services that may include secure telecommuting, home monitoring and
automation, voice bundling, and entertainment services.  Telocity currently
provides high-speed broadband services through DSL technology.