8-K

                       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) November 1, 2000
                                  ----------------




                           GENERAL MOTORS CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
- ----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)




300 Renaissance Center, Detroit, Michigan                    48265-3000
- --------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------























         On November 1, 2000,  General  Motors  Corporation's  (GM)  subsidiary,
Hughes  Electronics  Corporation  (Hughes),  made a  presentation  to securities
analysts and investors at the Bear Stearns Global Communications Conference. The
presentation, along with forward looking statements is as follows:

Item 7.  Financial Statements and Exhibits

      (a)   Exhibits

            The  following  Exhibits  are  furnished  as  part of Item 9 of this
            report:

            99.1  Presentation made at the Bear Stearns Global Communications
                  Conference, November 1, 2000.



Item 9.  Regulation FD Disclosure.

On November 1, 2000,  Michael  Smith,  Chairman and Chief  Executive  Officer of
Hughes Electronics  Corporation will make a presentation to securities  analysts
and investors at the Bear Stearns Global Communications  Conference in New York,
New York. The text of Mr. Smith's  presentation is attached as an exhibit hereto
and  incorporated  in this Item 9 by  reference.  Bracketed  sections  represent
information  on the slides  that were  presented  and are not part of the speech
text.   This   presentation   can   also   be   viewed   on   our   website   at
http://www.Hughes.com.



Cautionary Statement
- --------------------

      This Current Report on Form 8-K contains forward-looking information as to
which there are numerous risks and uncertainties that could cause actual results
to differ  materially  from the  forward-looking  information  made herein.  The
following important factors, in addition to the risk factors,  contingencies and
legal matters discussed in the Form 10-K's,  Form 10-Q's and Form 8-K's filed by
General  Motors,  our corporate  parent,  Hughes and  PanAmSat,  could cause our
actual financial results to differ  materially from those projected,  forecasted
or estimated by us in the forward-looking information.


      We Will be Adversely Affected if We Fail to Maintain Leading Technological
      --------------------------------------------------------------------------
Capabilities.
- -------------

      The rapid  technological  changes and  innovation  that  characterize  the
entertainment,  information and communications services industry could cause the
services and products offered by us to become obsolete.  If the new technologies
on which we are currently focusing our research and development investments fail
to achieve  acceptance in the  marketplace,  we would suffer a material  adverse
effect on our  future  competitive  position  and  results  of  operations.  For
example,  our competitors could be the first to obtain proprietary  technologies
that  are  perceived  by the  market  as  being  superior.  In  addition,  after
substantial  research  and  development   expenditures,   one  or  more  of  the
technologies  under  development  by us or any of our strategic  partners  could
become obsolete prior to its introduction.

      Our operating  results will depend to a significant  extent on our ability
to continue to  introduce  new  products  and  services on a timely basis and to
reduce costs of our existing products and services. We cannot assure you that we
will successfully  identify new product or service  opportunities or develop and
market these opportunities in a timely or cost-effective  manner. The success of
new product development depends on many factors, including proper identification
of customer needs,  cost, timely  completion and  introduction,  differentiation
from offerings of competitors and market acceptances.

      Technological  innovation  is important  to our success and depends,  to a
significant  degree, on the work of technically  skilled employees.  Competition
for the services of these types of employees is vigorous.  We cannot  assure you
that we will be able to attract and retain these employees. If we were unable to
attract and maintain  technically  skilled employees,  our competitive  position
could be adversely affected.

      We Could Have Inadequate Access to Capital for Growth.
      ------------------------------------------------------

      We may not be able to raise  adequate  capital to complete  some or all of
our business strategies or to react rapidly to changes in technology,  products,
services or the  competitive  landscape.  We believe that key success factors in
the  entertainment,  information and  communications  services  industry include
superior  access to capital and  financial  flexibility.  Industry  participants
often face high capital  requirements  in order to take  advantage of new market
opportunities,  respond to rigorous  competitive  pressures and react quickly to
changes in technology.  For example, as a result of the competitive  environment
in the multi-channel entertainment industry, DIRECTV may have to incur increased
subscriber  acquisition  costs by making  competitive  offers  in the  future to
maintain its market leadership.

      We  expect  the  global  entertainment,   information  and  communications
services  market to continue  to grow due to the high demand for  communications
infrastructure and the opportunities created by industry  deregulation.  Many of
our competitors are committing  substantial capital and, in many instances,  are
forming alliances to acquire or maintain market  leadership.  Our strategy is to
be a leader in providing entertainment,  information and communications products
and services by building on its experience in satellite technology and by making
acquisitions and establishing, maintaining and restructuring strategic alliances
as appropriate.  This strategy will require  substantial  investments of capital
over  the next  several  years.  We  cannot  assure  you that we will be able to
satisfy our capital requirements in the future.

      Our Future Growth Depends Upon our Ability to Implement our Business
      --------------------------------------------------------------------
Strategy.
- ----------

      Our  business  strategy  is focused  on  becoming  a premier  provider  of
integrated  entertainment,  information and communications  services. As part of
this strategy,  we have  implemented  several new initiatives and entered into a
strategic  alliance  with  America  Online,  Inc. We cannot  assure you that the
implementation of these initiatives will not be delayed,  or that they will ever
be  fully  implemented,  or,  if  implemented,  will  allow  us to  successfully
capitalize on the emerging  communications services markets we are targeting. We
cannot  assure  you  that  we will  be  successful  in  implementing  these  new
initiatives,  or any  other  new  initiatives,  or  that  we  will  realize  the
anticipated benefits of our alliance with AOL.

      We Are Vulnerable to Satellite Failure.
      --------------------------------------

      DIRECTV,  PanAmSat and our other  businesses own or utilize  satellites in
their  businesses.  Orbiting  satellites  are  subject  to the  risk of  failing
prematurely  due to, among other things,  mechanical  failure,  a collision with
objects in space or an  inability  to  maintain  proper  orbit.  Satellites  are
subject to the risk of launch delay and failure, destruction and damage while on
the  ground or during  launch  and  failure  to become  fully  operational  once
launched.  Delays in the  production or launch of a satellite or the complete or
partial loss of a satellite,  in-orbit or during  launch,  could have a material
adverse impact on the operation of our businesses. With respect to both in-orbit
and launch  problems,  insurance  carried by PanAmSat and us does not compensate
for business  interruption or loss of future revenues or customers.  We have, in
the past,  experienced technical anomalies on some of our satellites.  We cannot
assure  you that we will  not  experience  further  satellite  anomalies  in the
future.  Service  interruptions  caused by these  anomalies,  depending on their
severity,  could result in claims by affected customers for termination of their
transponder  agreements,  cancellation of other service contracts or the loss of
other customers.

      We May Be Unable to Effectively Manage the Growth of Our DIRECTV
      ----------------------------------------------------------------
Businesses.
- ------------

      Our ability to continue the planned  expansion  of our DIRECTV  businesses
and to  increase  our  customer  base  while  maintaining  our price  structure,
reducing our churn rate and managing costs will depend upon, among other things,
our  ability to manage our  growth  effectively.  To  accomplish  this,  we must
continue  to  develop  our  internal  and  external  sales  force,  installation
capability and customer service representatives, maintain our relationships with
third party vendors and implement procedures to mitigate subscriber credit risk.
We will also need to continue to grow, train and manage our employee base. If we
are unable to manage its growth effectively,  we could experience an increase in
subscriber churn, and as a result, our business could be adversely affected.  In
addition, subscriber acquisition costs may increase if DIRECTV offers additional
incentives in order to respond to  competition,  to expand our businesses or for
other reasons. If subscriber acquisition costs increase significantly,  it could
have a material adverse effect on our business.

      Our Main Satellite Supplier is No Longer an Affiliate of Ours.
      --------------------------------------------------------------

      Historically,  we have been able to fulfill  most of our  satellite  needs
from  Hughes  Space  and  Communications,   which  was  previously  one  of  our
wholly-owned subsidiaries.  Since the sale of Hughes Space and Communications to
Boeing,  we no longer  manufacture  satellites.  Although  DIRECTV and  PanAmSat
currently  have  contracts  with  Hughes  Space and  Communications,  now Boeing
Satellite  Systems,  designed to satisfy our satellite needs over the near term,
we will need to obtain  new  contracts  with  Boeing  Satellite  Systems or with
alternative  suppliers for our future satellite needs. In addition,  although we
believe  that  our  current  contracts  with  Boeing  Satellite  Systems  are on
substantially  arms' length terms,  we cannot assure you that we will be able to
obtain  contracts for the  manufacture of new satellites  from Boeing  Satellite
Systems or form alternative suppliers on similar terms.

      We Could Be Adversely Affected by Our Customers' Inability to Obtain
      --------------------------------------------------------------------
Financing.
- -----------

      Our customers  are dependent  from time to time upon third party equity or
debt  financing in order to pay for products  and  services  purchased  from us.
Collection of amounts due to us from these  customers may be adversely  affected
by their inability to obtain this third party financing.  If these customers are
unable to obtain,  or are delayed in obtaining,  third party financing,  and are
therefore  unable  to  pay  amounts  due  to us in  the  future,  we  may  incur
substantial  losses  related  to costs it has  incurred  in  excess  of  amounts
collected to date from those  customers.  This could also have a negative effect
on our future cash flows.

      We Are Subject to Domestic and Foreign  Regulations  that Could  Adversely
      --------------------------------------------------------------------------
Affect the Nature and Extent of the Services We Offer.
- ------------------------------------------------------

      Our businesses are subject to various  regulations.  DIRECTV is subject to
substantial regulation by the U.S. Federal Communications  Commission. FCC rules
and regulations are subject to change in response to industry developments,  new
technology and political considerations.  In addition, the satellite industry is
highly regulated both in the United States and  internationally.  We are subject
to  the   regulatory   authority  of  the  U.S.   Government  and  the  national
communications  authorities of the countries in which we operate. These agencies
regulate  the  construction,  launch and  operation  of our  satellites  and the
orbital  slots  planned for these  satellites.  We are  currently  subject to an
investigation  regarding  certain of our export compliance  activities.  We, our
customers or companies with which we do business,  must have authority from each
country in which we provide  services  or  provides  its  customers'  use of its
satellites.  Although we believe that we and our customers and/or companies with
which we do business presently hold the requisite licenses and approvals for the
countries in which  we/they  currently  provide  services,  regulations  in each
country are different and, as a result,  there may be instances of noncompliance
of which we are not aware.

      Our  businesses  could be adversely  affected by the adoption of new laws,
policies and regulations. We cannot assure you that we will succeed in obtaining
all requisite  regulatory approvals for our operations without the imposition of
restrictions  on, or adverse  consequences  to, our  businesses.  We also cannot
assure you that material adverse changes in regulations affecting the industries
in which we operate our businesses will not occur in the future.

      We Are Subject to Other Risks Related to Our International Operations.
      ----------------------------------------------------------------------

      About 21% of our  revenues  in 1999,  excluding  revenues  from our former
subsidiary,  Hughes Space and Communications,  were generated outside the United
States.  We  are  currently   evaluating   expansion   opportunities  in  select
international markets.  These international  operations subject us to many risks
inherent in international business activities, including:

o     limitations and disruptions resulting from the imposition of government
      controls;

o     difficulty meeting export license requirements;

o     obtaining and/or maintaining licenses which are necessary to conduct our
      business;

o     economic or political instability;

o     trade restrictions;

o     changes in tariffs;

o     currency fluctuations;

o     greater difficulty in safeguarding intellectual property; and

o     difficulties in managing overseas subsidiaries and international
      operations.

      These risks could have a material adverse effect on our business.

      Grand Jury Investigation/State Department Review Could Result in Sanctions
      --------------------------------------------------------------------------

      There is a pending  grand  jury  investigation  into  whether we should be
accused of criminal  violations  of the export  control  laws arising out of the
participation  of two of our  employees  on a  committee  formed to  review  the
findings of Chinese  engineers  regarding  the failure of a Long March rocket in
China in 1996. We are also subject to the authority of the U.S. State Department
to impose sanctions for non-criminal  violations of the Arms Export Control Act.
The possible  criminal  and/or civil  sanctions  could  include fines as well as
debarment  from  various  export  privileges  and  participation  in  government
contracts.  On  October  6,  2000,  we  completed  the  sale  of  our  satellite
manufacturing  business to The Boeing Company. In that transaction,  we retained
limited  liability  for certain  possible  fines and penalties and the financial
consequences  of debarment  related to the business now owned by Boeing,  should
either the  Department  of Justice or State  Department  impose  such  sanctions
against the satellite  manufacturing  business.  We do not expect the grand jury
investigation or State Department  review to result in a material adverse effect
upon our business. However, there can be no assurance as to those conclusions.

      Compromise of Satellite Programming Signals Could Adversely Affect Our
      ----------------------------------------------------------------------
Business.
- ----------

      The delivery of direct broadcast  television  programming requires the use
of encryption technology to assure that only authorized  subscribers can receive
the programming.  It is illegal to create,  sell or otherwise  distribute or use
mechanisms  or  devices  to  circumvent  that  encryption.  Theft of  cable  and
satellite  programming  does occur and attempts have been made to circumvent our
signal encryption.  We have implemented measures intended to reduce signal theft
of our programming. If we were unable to respond to any widespread compromise of
our encryption technology, our business could be materially adversely affected.

      Disputes with Raytheon Regarding Former Defense Operations Could Result in
      --------------------------------------------------------------------------
a Material Payment from Us to Raytheon.
- ---------------------------------------

      In connection with the 1997 spin-off of the defense  electronics  business
of our predecessor as part of our restructuring  transactions and the subsequent
merger of that  business  with  Raytheon,  the terms of the merger  and  related
agreements  between us and Raytheon  provided  processes for resolving  disputes
that might arise in connection with post-closing financial adjustments that were
also  called  for  by  the  terms  of  the  merger  agreement.  These  financial
adjustments  might require a cash payment from  Raytheon to us or vice versa.  A
dispute  currently  exists  regarding the  post-closing  adjustments that we and
Raytheon have proposed to one another and related issues  regarding the adequacy
of disclosures made by us to Raytheon in the period prior to consummation of the
merger. We are proceeding with the dispute resolution process with Raytheon.  It
is  possible  that  the  ultimate  resolution  of  the  post-closing   financial
adjustment and of related disclosure issues may result in us making a payment to
Raytheon that would be material to us.  However,  the amount of any payment that
either party might be required to make to the other cannot be determined at this
time. We intend to  vigorously  pursue  resolution  of the disputes  through the
arbitration  process,  opposing the adjustments proposed by Raytheon and seeking
the payment from Raytheon that it has proposed.

      Forecasts and Other Estimates Could be Unreliable
      -------------------------------------------------

      This  Current  Report  on  Form  8-K  includes   certain  forward  looking
information  provided  by the Company  with  respect to our  anticipated  future
performance. Such forward looking information reflects various assumptions by us
concerning  anticipated  results and are subject to the risks described  herein,
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond our  control.  Accordingly,  there can be no  assurance
that such forward  looking  information  will be realized.  The forward  looking
information  and actual  results will likely vary,  and those  variations may be
material.

      Forward-Looking Statements
      --------------------------

      The  following  are  additional  important  factors which may cause actual
results to differ materially from those expressed in forward looking information
provided by the managements of GM and Hughes:

      Changes in economic  conditions,  currency  exchange  rates,  or political
stability  in  the  major  markets  where  the  corporation  procures  material,
components,  and supplies for the production of its principal  products or where
its  products  and  services are  produced,  distributed,  or sold (i.e.,  North
America, Europe, Latin America, and Asia-Pacific).

      Shortages  of fuel  or  interruptions  in  transportation  systems,  labor
strikes,  work  stoppages,  or other  interruptions  to or  difficulties  in the
employment  of  labor in the  major  markets  where  the  corporation  purchases
material,  components,  and supplies for the production of its products or where
its products and services are produced, distributed, or sold.

      Significant  changes in the  competitive  environment in the major markets
where the  corporation  purchases  material,  components,  and  supplies for the
production  of its products or where its  products  and  services are  produced,
distributed or sold.

      Changes  in the  laws,  regulations,  policies,  or  other  activities  of
governments,  agencies,  and similar organizations where such actions may affect
the production,  licensing,  distribution, or sale of the corporation's products
and services, the cost thereof, or applicable tax rates.

      The  ability  of  the  corporation  to  achieve  reductions  in  cost  and
employment levels, to realize production efficiencies,  and to implement capital
expenditures, all at the levels and times planned by management.

      Additional risk factors include:  economic conditions,  product demand and
market acceptance,  government action, local political or economic  developments
in or affecting countries where Hughes has operations,  ability to obtain export
licenses, competition,  ability to achieve cost reductions,  technological risk,
limitations on access to  distribution  channels,  the success and timeliness of
satellite launches, in-orbit performance of satellites,  ability of customers to
obtain  financing,  and  Hughes'  ability  to access  capital  to  maintain  its
financial  flexibility.  Additionally,  Hughes  and  its 81%  owned  subsidiary,
PanAmSat  Corporation,  have experienced satellite anomalies in the past and may
experience  satellite  anomalies  in the  future  that could lead to the loss or
reduced  capacity  of such  satellites  that  could  materially  affect  Hughes'
operations.










      Exhibit Index


        Exhibit Number                      Description
        --------------                      -----------
             99.1               Presentation to be made at Bear Stearns
                                2000 Global Communications Conference,
                                November 1, 2000







                                    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.

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)

Date    November 1, 2000
        -----------------

                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

EX-99.1

                                                                  Exhibit 99.1



[Introduction] o Good morning.
o Thank you Bob for the introduction and thanks everyone for joining me today.

 [The new HUGHES brand]
o Last week,  HUGHES  launched a new and  exciting  branding  program.  o From a
strategic perspective, the sale of our satellite manufacturing business
  makes this the ideal moment in our corporate history to drive the HUGHES brand
  into the spotlight. The branding campaign will redefine who and what we are as
  a corporation.
o HUGHES  has  always  been a  trailblazer  and a  visionary  company.  Courage,
  commitment  and  imagination  have enabled HUGHES to build a storied legacy of
  achieving the near impossible.
o Today we are  enabling  the new economy  and  bringing  the world  closer to a
  future in which  human  thoughts  and images can be  transmitted  via  digital
  communications  from one  person to  another,  one  corporation  to  another -
  without  regard to time or distance,  often without wires or cables.  From our
  perspective,  this is what the Digital Age is all about - breaking the thought
  barrier - and HUGHES has the creative people,  innovative technology,  and the
  momentum and courage to deliver it.
o So let's take a closer look at HUGHES today

[HUGHES Today]
o HUGHES is comprised of four strategic business units;
o PanAmSat is the world's leading  provider of leading  provider of global video
  and data broadcasting  services via satellite.  We own 81 percent of PanAmSat,
  which is also a public company listed on the NASDAQ under the ticker "SPOT."
o In 1999,  PanAmSat  generated  about $800  million in  revenues  and over $600
  million in EBITDA.
o Today,  PanAmSat has a backlog of long-term contracts with blue-chip customers
  valued  at  $5.8  billion  dollars;   and  generates  EBITDA  margins  in  the
  neighborhood of 70 percent.
o PanAmSat is expanding beyond its core business of video  distribution with its
  NET 36  Internet  delivery  service,  which I'll talk more about  later in the
  presentation.
o Next,  we have Hughes  Network  Systems,  or HNS.  HNS is the world's  leading
  provider of  satellite-based  private  business  networks  known as very small
  aperture terminals, or VSATs.
o HNS is also a leading supplier of DIRECTV receiving equipment, and the leading
  provider of Internet access via satellite.
o In 1999, HNS generated revenues of $1.4 billion.
o HNS is in the process of expanding its service-based businesses--with DirecWay
  for enterprises and DirecPC for consumers.
o Finally, and most significantly for investors, we have DIRECTV, in the U.S.
  and Latin America.
o As a segment,  these two businesses attained about $3.8 billion in revenues in
  1999, and generated positive EBITDA for the first time.
o In  the   United   States,   DIRECTV   is  the  third   largest   multichannel
  provider--behind  only AT&T and Time  Warner--and  serves  more than 9 million
  customers.
o In Latin America,  we own 78 percent of the Galaxy Latin America  partnership,
  which serves more than 1 million customers.
o Together,   these  four  entities  form  HUGHES--a   powerful  digital  media,
  entertainment and communications company.


[The HUGHES'Vision]
o As we leverage this unique and powerful  combination of assets,  our Vision is
  to be: o The number-one provider of global satellite services with PanAmSat; o
  The number-one provider of global satellite-based broadband communications
    through HNS.
  o And, through our DIRECTV businesses, to be the leading provider of
    multichannel entertainment services
o As we achieve those goals,  HUGHES will become the premier global  provider of
  Integrated Entertainment and Information Products and Services.


[HUGHES' Strategy]
o Our strategy for achieving this Vision is simple:  To create superior  returns
  and value by leveraging the power of our two main  competitive  advantages:  o
  Our market-leading, world-class customer bases at DIRECTV, HNS and PanAmSat, o
  And our unmatched broadband pipeline into homes and businesses.


[HUGHES Markets and Services]
o When you think of our business and our brands, it's useful to conceive of what
  we do in terms of our markets and services.
o HUGHES' businesses span from the Consumer to the Enterprise markets, providing
  both  Entertainment  and  Information  services.  o  We  start  with  Consumer
  Entertainment--where  we're talking about DIRECTV. o In Consumer  Information,
  our primary brand is DirecPC, which delivers
    nationwide high-speed Internet access via satellite.
  o In the Enterprise Information market, we find HNS' DirecWay service.
  o And finally, we have wholesale Enterprise Entertainment--the core business
    of PanAmSat.
o This is, of course,  a  simplified  version of  HUGHES.  There is  significant
  overlap as the television and PC converge; and as satellites are used more and
  more to distribute Internet content.
o It is, in fact, this ability -- to Maximize Convergence  Opportunities -- that
  gives HUGHES a major  competitive  advantage...and  distinguishes  us from all
  other satellite and entertainment investment opportunities.


[HUGHES 1999 Financial Performance]
o With these strengths,  HUGHES has attained significant financial returns. o In
1999, HUGHES generated $5.6 billion dollars in revenue--nearly 60 percent
  more than in the previous year.
o As you can see from the graph,

[Graphic displays the following data in a bar chart format:

                              Revenues (Billions of $)
                        1995     1996     1997     1998     1999
HUGHES Consolidated     $1.6     $2.1     $2.8     $3.5     $5.6
DIRECTV Segment         $ 0.2    $0.6     $1.3     $1.8     $3.8
                             EBITDA (Billions of $)
                        1995     1996     1997     1998     1999
HUGHES Consolidated     $ 0.1    $ 0.1    $ 0.3    $ 0.3    $ 0.5*
DIRECTV Segment         $(0.1)   $(0.2)   $(0.2)   $(0.1)   $ 0.0
* excludes one-time write-off of $272M attributable to the discontinuation of
  narrowband wireless businesses]

o DIRECTV has been our primary  revenue driver for several years,  and we expect
  that to continue.  As a result, we anticipate  HUGHES' top-line average growth
  rate to be 20 percent or more per year over the next five years.
o EBITDA tells a similar story. As you can see, DIRECTV achieved positive EBITDA
  in 1999 after several years of investment.
o Even during those  investment  years,  HUGHES  achieved solid EBITDA  growth--
  primarily because of the strength of our PanAmSat business.
o Going  forward,  we expect to see  accelerating  EBITDA of at least 50 percent
  average annual growth over the next five years.
o Now let's look more closely at our  businesses,  beginning with DIRECTV in the
  U.S.


[Television Household Forecast]
o This year, according to analyts, we see that direct-to-home (or DBS) providers
  are serving about 15 percent of U.S. television households.
o Within the next five years, industry analysts expect that approximately 75% of
  all new  pay-TV  subscribers  will  choose  DBS over  cable  and that DBS will
  roughly  double its  current  number of  subscribers  as it reaches  nearly 30
  million subscribers in 2005.
o Given that most of our current subscribers are coming from cabled areas and we
  are now  offering  local  channels  in most of the  major  markets,  these DBS
  estimates may prove to be conservative.
o Let me show you why we believe that to be the case.

[Competitive Advantages]
o First  of  all,  DIRECTV  has  become  a  media  powerhouse--a  force  in  the
  entertainment   marketplace.   As  a  result,  we  enjoy  several  sustainable
  competitive advantages.
o By leveraging our  9-million-strong  customer  base,  we're able to create key
  strategic  relationships  with  the  top  names  in the  industry.  o We  have
  relationships with the top manufacturers and distributors. In fact,
    DIRECTV has the most extensive  distribution in the industry,  including our
    newest  addition,  Blockbuster.  [Chart lists logos from  several  strategic
    partners,  such as Radio Shack,  Best Buy,  Circuit  City,  America  Online,
    Thomson Multi Media, Verizon and Southwestern Bell]
o We also have a wealth of programming  that customers can't find anywhere else,
  including  exclusive  agreements  with the most popular sports leagues such as
  the NFL and NBA.
o And, we're launching powerful  interactive services this year, including Wink,
  TiVo, AOL TV and Ultimate TV, which I'll talk more about in a moment.
o We also have a major advantage in business fundamentals.
o This chart shows the  analysts'  consensus for DIRECTV and cable over the next
  five years.

[Chart shows the following information:
                          Analysts' 5 Year Projections
                                     DIRECTV            Cable
Subscriber growth rate              13 - 15%            1 - 2%
Revenue growth rate                 20 - 25%            ~15%
EBITDA growth rate                  50 - 75%            ~15%

Capital cost / subscriber             ~$200           ~$1,100
SAC / subscriber                      ~$525             ~$100
Total Investment / subscriber         ~$725           ~$1,200
Return on Investment                35 - 40%          18 - 23%

Valuation per subscriber            ~$2,700           ~$3,800     ]

  o As you can see,  our  subscriber  growth rate  dwarf's that of cable and our
    revenue growth rate is also expected to be significantly greater.
  o But look at the EBITDA growth  rate--there's  virtually no comparison.  o In
addition, our total investment per subscriber--the sum of our capital cost
  and our subscriber  acquisition cost, or SAC--is 40 percent less than cable's,
  giving us the potential for a substantially greater return on investment.
o Yet our current  market  valuation  does not  represent  the true value of our
  subscribers.  o You  can see  the  significant  upside  we are  determined  to
  capture.
o We're also  keeping a close eye on the  roll-out of digital  cable.  So far we
  have found no  correlation  between  our growth  and the  presence  of digital
  cable.
  o In fact, in many markets where digital cable is most advanced,  we're seeing
    our greatest growth. For example,  in the third quarter,  our growth rate in
    cities such as New York,  Los Angeles and San  Francisco was over 50 percent
    higher than the previous year's period.
o One of the possible  reasons for this is simply that we offer  consumers  more
  value. o Our video and audio signal is all-digital; cable companies often
    provide an analog  service with a digital tier.  And in most markets,  we're
    still priced lower for comparable or better service.
  o The only  conclusive  data we have seen so far is that our roll-out of local
    channels  more than  offsets any impact from digital  cable.  Today we offer
    local channels in 35 markets and we expect to be in 41 markets by the end of
    the year.
o With  these  dynamics,  we feel we have a window  of  opportunity  to  capture
  high-quality  customers. As a result, we've decided to aggressively pursue new
  subscribers.

[Compelling  Subscriber  Economics]  o This  approach  also makes good  economic
sense.
  o With our subscriber acquisition cost of $525, ARPU -- that's average revenue
    per user per month -- of about $59 dollars,  gross margins of 50 percent and
    low  churn,  the  average  payback  period  for a new  customer  is  only 17
    months--and  the  pre-tax  internal  rate of  return on this  subscriber  is
    roughly 70 percent!
  o In addition,  the customer we invest $525 dollars to attain is valued by the
    market at $2,000 to $4,000  dollars--again  representing the opportunity for
    significant value creation.
  o Going  forward,  we believe the  subscriber  economics  will  continue to be
    strong.
  o Average  revenue  per  subscriber  should  increase  due  to  the  continued
    introduction of local channels in new markets,  new interactive services and
    periodic price increases;
  o We see our subscriber acquisition cost (or SAC) on our basic systems staying
    flat at roughly  $525.  We do expect to see SAC increase an additional 25 to
    50 dollars next year as we roll-out our new advanced set-top boxes. However,
    the  payback  and IRR  remain  intact  because of the  incremental  revenues
    expected from these new services.
  o And we believe that we can keep churn at its current rate of between 1.5 and
    1.7%--which,  I might add, is still well below  cable's  churn  rate.  We're
    implementing new customer retention  initiatives,  such as an in-home repair
    warranty program,  longer-term programming  commitments from customers,  and
    our current free professional installation offer.

[Advanced Platform Rollout]
o Now I'd  like to give  you a  closer  look  at the  exciting  new  interactive
  services we're launching on DIRECTV. o The Wink service is now available,  and
  the Wink capability will become
    standard  on all of our  basic  boxes.  Two  weeks  ago,  we began  offering
    enhanced services from leading networks, including CBS, CNBC, ESPN, and TBS.
    We'll also have dedicated  interactive  virtual  channels with ESPN, NBC and
    the Weather Channel, as well as a dedicated shopping channel with Barnes and
    Noble.
  o With the launch of this service,  simple and valuable interactive television
    has now become a reality.
o The other three platforms offer more advanced services.
  o The DIRECTV/TiVo combo box--which is now in stores--has a 30-gig hard drive,
    allowing  customers to personalize  their TV viewing while also pausing live
    TV.
  o Ultimate  TV is the  Swiss  Army  Knife  of our  set-tops--it  does  it all:
    enhanced TV, digital video recording and full online capabilities.
  o Finally, the DIRECTV/AOL TV box will offer similar capabilities with a focus
    on AOL's popular community services such as e-mail,  chat, instant messaging
    and Internet access.
o We  feel  these  new  products  will  further  extend  DIRECTV's  lead  in the
  multichannel industry because most cable systems are still months if not years
  away from offering these types of interactive services.

[DIRECTV: The Next Step]
o As we look at our overall interactive services strategy, we see DIRECTV moving
  into the role of a whole-house services provider--the one-stop shop for a wide
  variety of services.
o Beginning  late this year,  we'll be  bundling  DIRECTV  with our new  DirecPC
  two-way  broadband  Internet service.  o Using a single small dish,  customers
  will receive DIRECTV's programming
    along with an "always on" broadband connection.
  o This broadband service will offer inbound speed of about 400 kilobits,  with
    outbound speeds between 100 and 200 kilobits.
  o We will have one bill, one customer service number,  and we'll integrate our
    sales and marketing efforts.
o We'll be  consolidating  into a gateway  platform--one  that would allow us to
  essentially  become a media-manager  for the home. o As such, we would provide
  the equipment and service to distribute various
    forms of media from different sources to different display  devices--whether
    it's the TV, the PC or some other device.
o The benefits of this are obvious--we  believe we will get more subscribers and
  stickier  subscribers.  In  addition,  there will be  significant  new revenue
  opportunities  - perhaps  adding as much as $7 - $12 to our ARPU. And finally,
  we'll have even greater leverage with content and service providers.

[DIRECTV - Latin America]
o Now  let's  move on to  DIRECTV  in  Latin  America,  where  we are  the  only
  multichannel provider serving the entire region.
o Galaxy Latin America does business in 27  countries,  and we're  continuing to
  see outstanding  growth.  o Year-to-date,  subscriber  growth is up 81 percent
  over last year's net adds.
o GLA generated an average programming revenue per subscriber of $36 dollars per
  month in the third quarter.
o In addition,  it has exclusive  agreements with programmers such as Disney and
  HBO,  and offers  exclusive  sports  entertainment.  GLA also  offers the most
  extensive  pay-per-view and special events,  and offers local channels in many
  of its major markets.
o Later this year, GLA will launch  interactive  services on the OpenTV platform
  including weather, games, and banking applications,  and next year we will add
  e-mail, e-commerce, chat, and instant messaging.
o So that  wraps up our  DIRECTV  businesses.  Now  let's  move on to our  other
  business units.

[PanAmSat]
o At PanAmSat, we continue to enjoy a healthy, profitable, and growing business.
o The core business remains the distribution of video programming, and PanAmSat
  is continuing to grow that business.
  o In mid-October, they brought home a hard-fought victory with the addition of
    a  15-year-commitment  from  the  Walt  Disney  Company's  family  of  cable
    programming.
o PanAmSat is continuing to expand its fleet to meet  demand--its  21 satellites
  today will grow to 24 satellites  in 2001. In addition,  PanAmSat has attained
  licenses for significantly more spectrum in the new Ka-band.
o Net-36 is the most exciting growth  opportunity  PanAmSat is pursuing today. o
  This global satellite overlay to the terrestrial network brings high-
    bandwidth Internet services to the edge of the net.
  o PanAmSat has already  begun to leverage its core  business  into success for
    Net-36 as customers including ABC, ESPN, Bloomberg and Disney have signed on
    for streaming services.
  o And PanAmSat  just  announced  that Net-36 will be providing  rich,  dynamic
    entertainment,  news and sports content to Excite@Home's 2 million broadband
    subscribers.  PanAmSat  has a  similar  agreement  with  Qwest  for  its DSL
    customers.

[Hughes Network Systems]
o Finally, let's take a look at Hughes Network Systems.
o HNS leads the market in  satellite-based  private business networks  popularly
  known as the VSAT market.
o It's also a leading provider of DIRECTV systems,  as well as equipment for use
  in terrestrial wireless broadband businesses.
o HNS'   primary   growth  is  coming   from  the   expansion   of  its  service
  operations--for  both the consumer and enterprise markets. o With DirecPC, HNS
  has alliances with AOL, Pegasus, and Juno to provide
    Internet  services  "Powered  By  DirecPC,"  and  HNS is  actively  pursuing
    additional  relationships.  o We've begun  shipping  the AOL Plus Powered by
    DirecPC equipment, and
      we're on  schedule  to  introduce  our  two-way  via  satellite  DirecPC
      broadband service by the end of the year.
  o On the enterprise side, HNS has its DirecWay  services--which  are really an
    extension of its VSAT capability.  Now, when you buy a VSAT network, you can
    add new services such as in-store music,  email, or even a company intranet.
    It's a simple, elegant, one-stop solution.
o Finally, HNS is leading the development of our new Spaceway system.
  o Spaceway is a high-speed, low-cost, two-way communications system that
    will be the next generation platform for both DirecPC and DirecWay.
  o Spaceway will provide  high-speed  point-to-point  communications--what  we
    refer to as "full-mesh" connectivity.  With this capability,  Internet users
    will be able to communicate with each other via our satellites without using
    the terrestrial network.
  o We're working with Boeing to build the Spaceway satellites, and we expect to
    launch the service in 2003.

[Investment Highlights]
o In closing,  I'd like to recap why I believe  HUGHES is a powerful  investment
  opportunity.  o HUGHES is a company  that is  focused  on  high-value  service
  businesses that
    operate in rapidly growing markets.
  o We are the market leader in each of our core businesses
  o We have DIRECTV, the world's leading digital multichannel provider. And both
    subscriber numbers and revenue per subscriber have demonstrated  significant
    growth.
  o We're just beginning to tap the power of our broadband  pipeline.  o We have
    alliances   with  Microsoft  and  AOL;  o  We're   transforming   television
    entertainment--again   o  And  we're  building  the  future  of  high-speed,
    high-bandwidth
      services.
  o In short, our satellite-based  platforms are becoming the portal of choice--
    a key gateway, if you will, into homes and businesses.
  o Finally,  our  management  team is  incented  to build  value in the H-class
    stock.  I feel it is important for all of you to  understand--especially  as
    rumors abound  relating to the potential  separation of GM and  HUGHES--that
    the top executives at HUGHES, including myself, are compensated primarily in
    GM Class H stock.
o With that, I'll conclude my remarks.  Thank you for your time and attention. o
I'm happy to answer any questions you may have.