Filed by General Motors Corporation
                                   Subject Company - General Motors Corporation
                                             and Hughes Electronics Corporation
                          Pursuant to Rule 425 under the Securities Act of 1933
                                       and Deemed Filed Pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934
                                                 Commission File No.: 001-00143


In connection with the proposed transactions, General Motors, Hughes and
EchoStar intend to file relevant materials with the Securities and Exchange
Commission, including one or more Registration Statement(s) on Form S-4 that
contain a prospectus and proxy/consent solicitation statement. Because those
documents will contain important information, holders of GM $1-2/3 and GM Class
H common stock are urged to read them, if and when they become available. When
filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from General Motors.
Such documents are not currently available.

General Motors, and its directors and executive officers, and Hughes, and
certain of its officers, may be deemed to be participants in GM's solicitation
of proxies or consents from the holders of GM $1-2/3 common stock and GM Class H
common stock in connection with the proposed transactions. Information about the
directors and executive officers of GM and their ownership of GM stock is set
forth in the proxy statement for GM's 2001 annual meeting of shareholders.
Participants in GM's solicitation may also be deemed to include the following
persons whose interests in GM are not described in the proxy statement for GM's
2001 annual meeting:

John M. Devine Vice Chairman and CFO, General Motors
Jack A. Shaw Chief Executive Officer, Hughes
Roxanne S. Austin Executive VP, Hughes; President and COO, DIRECTV
Eddy W. Hartenstein Senior Executive VP, Hughes; Chairman, DIRECTV
Michael J. Gaines Corporate VP and CFO, Hughes

Mr. Devine beneficially owns approximately 119,094 GM $1-2/3 shares. Mr. Shaw
beneficially owns approximately 3,604 GM $1-2/3 shares and 1,415,915 GM Class H
shares. Ms. Austin beneficially owns approximately 2,804 GM $1-2/3 shares and
860,454 GM Class H shares. Mr. Hartenstein beneficially owns approximately 2,622
GM $1-2/3 shares and 1,138,899 GM Class H shares. Mr. Gaines beneficially owns
approximately 337 GM $1-2/3 shares and 165,329 GM Class H shares. The above
ownership information includes shares held under various trust arrangements and
shares that are purchasable under options that are exercisable, and shares held
through benefit plans (including restricted stock units) that are or will be
vested, within 60 days of October 15, 2001. In addition, Mr. Devine holds
options to acquire GM $1-2/3 shares that are not exercisable, and GM $1-2/3 and
Class H shares held through benefit plans that will not be vested, within 60
days of October 15, 2001, and each of Mr. Shaw, Ms. Austin, Mr. Hartenstein and
Mr. Gaines holds options to acquire GM Class H shares that are not exercisable,
and GM Class H shares held through benefit plans that will not be vested, within
60 days of October 15, 2001.

Each of Mr. Shaw, Ms. Austin, Mr. Hartenstein and Mr. Gaines has a severance
agreement with Hughes that provides for severance in the event of an involuntary
termination after a change in control, and each also has a retention agreement
that provides for certain payments in the event of a change in control.

EchoStar and certain of its executive officers may be deemed to be
"participants" in the solicitation of proxies or consents from the holders of GM
$1-2/3 and GM Class H shares in connection with the proposed transactions.
Information about the executive officers of EchoStar is set forth in the proxy


statement for EchoStar's 2001 annual meeting of shareholders. As of Oct. 28,
2001, EchoStar held approximately 1,000 shares of GM $1-2/3 common stock and
185,000 shares of GM Class H common stock. Mr. Ergen beneficially owns
approximately 1,000 shares of GM $1-2/3 common stock and approximately 10,000 of
GM Class H common stock.

Investors may obtain additional information regarding the interests of the
participants by reading the prospectus and proxy/consent solicitation statement
if and when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of
General Motors Corp. ("GM"), EchoStar Communications Corporation ("EchoStar"),
Hughes Electronics Corp. ("Hughes"), or a combined EchoStar and Hughes to differ
materially, many of which are beyond the control of EchoStar, Hughes or GM
include, but are not limited to, the following: (1) the businesses of EchoStar
and Hughes may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected benefits and
synergies from the combination may not be realized within the expected time
frame or at all; (3) revenues following the transaction may be lower than
expected; (4) operating costs, customer loss and business disruption including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (5) generating the incremental growth in the subscriber base of the
combined company may be more costly or difficult than expected; (6) the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (7) the effects of legislative
and regulatory changes; (8) an inability to obtain certain retransmission
consents; (9) an inability to retain necessary authorizations from the FCC; (10)
an increase in competition from cable as a result of digital cable or otherwise,
direct broadcast satellite, other satellite system operators, and other
providers of subscription television services; (11) the introduction of new
technologies and competitors into the subscription television business; (12)
changes in labor, programming, equipment and capital costs; (13) future
acquisitions, strategic partnership and divestitures; (14) general business and
economic conditions; and (15) other risks described from time to time in
periodic reports filed by EchoStar, Hughes or GM with the Securities and
Exchange Commission. You are urged to consider statements that include the words
"may," "will," "would," "could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends," "continues,"
"forecast," "designed," "goal," or the negative of those words or other
comparable words to be uncertain and forward-looking. This cautionary statement
applies to all forward-looking statements included in this document.

                                     * * * *


The following is a transcript of the HUGHES 2002 Guidance Conference call with
analysts held on November 14, 2001. Recordings of the call were made available
on HUGHES' website and through a dial-in number beginning on November 16, 2001.
Bracketed language provided in this transcript was added for clarification
purposes.



Operator:  Good day everyone and welcome to today's HUGHES 2002 Guidance
           Conference Call. Today's conference is being recorded. At this
           time for opening remarks and introductions, I would like to turn
           the conference over to the Vice-President of Investor Relations,
           Mr. Jon Rubin. Please go ahead sir.

Jon Rubin: Thank you operator, and thank you everyone for joining us.
           Today's call will discuss HUGHES' 2002 guidance. After our
           prepared remarks, we will open the floor to questions and
           answers.

           With me today are Jack Shaw, our CEO, Eddy Hartenstein, Chairman
           and CEO of DIRECTV, Mike Gaines, our CFO, Roxanne Austin,
           President and COO of DIRECTV, Pradman Kaul, Chairman and CEO of
           Hughes Network Systems, Kevin McGrath, Chairman of DIRECTV Latin
           America, the CFOs from our major businesses, and Peter Standish,
           our outside regulatory lawyer from Weil, Gotshal and Manges.

           Before we proceed, I would like to remind you that our use of the
           words expect, anticipate, project, and similar expressions, are
           intended to identify forward-looking statements. While these
           statements represent our current judgment on what the future may
           hold, and we believe that they are reasonable, actual results may
           differ materially due to important factors, including those
           described in our SEC filings and in General Motors' SEC filings.


                                       1

           And now I would like to turn the call over to Jack Shaw for a few
           opening comments on our 2001 and 2002 guidance.

Jack Shaw: Thank you Jon. As I stated in the past, one of my primary
           objectives as CEO has been to establish a culture at HUGHES that
           places the highest priority on meeting or exceeding the company's
           operational and financial commitments.

           Clearly the third quarter results we reported last month have put us
           on the right track. And we intend to build on this momentum going
           forward. Before looking at 2002, I would like to confirm our 2001
           guidance that we shared with you last month.

           My confidence in our 2001 targets was bolstered after I reviewed our
           quarter to date results. In looking at the full year guidance for
           2002, I feel that the goals we have set are realistic and achievable.
           And at the same time, push our operating companies to continually
           improve their efficiencies.

           In general our targets reflect our efforts to conserve cash, acquire
           high quality subscribers, and grow our businesses profitably. The
           guidance also takes into account the very uncertain economic
           environment in which we are operating. At DIRECTV US, we see the key
           metrics continuing to trend in the right direction in 2002.
           Subscriber acquisition costs or SAC will be meaningfully lower. New
           operational strategies are expected to yield lower churn rates, and
           EBITDA for 2002 is expected to be more than double that of 2001. In
           Latin American our DIRECTV business is making good progress in
           reducing churn while improving EBITDA. In fact, we are targeting to
           reach EBITDA break even in 2002.

           At Hughes Network Systems, despite a very challenging
           telecommunications marketplace, EBITDA is expected to improve, while
           we continue to build out our consumer DIRECWAY(TM) service and the


                                       2

           Spaceway platform. And PanAmSat's aggressive cost cutting measures
           are resulting in projected 2002 EBITDA margins of 70% or higher.
           PanAmSat is also expecting a 50% increase in earnings per share in
           2002. As you may be aware, PanAmSat conducted a separate guidance
           call earlier today. So we won't discuss their guidance in detail on
           this call.

           Adding it all up, we are giving guidance for 2002 of 9 to 9.2 billion
           [dollars] of revenue, and 750 to 850 [million dollars] of EBITDA. On
           our last call I told you we were very focused on preserving cash. We
           have further reduced our 2001 cash requirements by 200 million
           [dollars] to around 2.3 billion, which includes the $500 million
           payment to Raytheon.

           For 2002 the outlook calls for further reductions, resulting in an
           estimated 1.5 to 1.7 billion in cash requirements. Before turning the
           call over to our operational leaders, I feel inclined to respond to
           the comment made by News Corp about HUGHES last week.

           Using News Corp's quarterly earnings call to cast dispersions on the
           HUGHES businesses was inappropriate. It is beneath the executives of
           News Corp to say the things that were said. Due diligence is a
           two-way street. And in assessing the merits of a Sky Global deal
           versus an EchoStar deal, with the assumption that both deals could be
           financed, the EchoStar deal provides GM and GM/HUGHES shareholders
           with overwhelming value.

           And it is not just the tremendous synergies that made the EchoStar
           deal superior. With the Sky Global deal, there were additional costs
           associated with the strategic partners. Although a lot has been made
           of the regulatory issues facing the EchoStar deal, the Sky Global
           deal would have imposed significant regulatory hurdles in its own
           right, not only here in the United States, but outside the U.S. as
           well.


                                       3

           We have a high degree of confidence that we will be able to
           demonstrate that the EchoStar merger will provide consumers with more
           local stations as well as new products, channels and services, at a
           better value than they would have had without this merger.

           So when you add it all up, we believe that GM and GM/HUGHES
           shareholders and our customers, both present and future, win in a big
           way, with an EchoStar transaction.

           And finally, I would like to comment on some concerns I have heard
           from investors that between now and the close of the deal HUGHES may
           be distracted, and operations may deteriorate. As you know, we went
           down that path once before. And I will not let it happen again.

           Clearly my number one responsibility is to ensure that operationally
           we continue to fire on all cylinders. And my pledge to you is that we
           will do that. Roxanne Austin, Kevin McGrath, Pradman Kaul and Joe
           Wright will be totally focused on running their businesses. They will
           not be distracted by the pending transaction.

           In summary, we are meeting our commitments. We are improving our key
           operating metrics. And we are poised to create substantial
           shareholder value through our merger with EchoStar.

           With that, I will turn the call over to Roxanne Austin for a more
           detailed look at 2002 guidance for DIRECTV US.

Roxanne Austin:
           Thanks Jack. Overall, we are very encouraged by the early results of
           the new operational strategies we implemented during the third
           quarter of this year that were designed to reduce churn, lower SAC
           [subscriber acquisition costs], and profitably grow the subscriber
           base.


                                       4

           Our 2002 projections reflect the full year effect of these
           strategies. For the year, consistent with Wall Street expectations,
           we expect to add approximately one to 1.2 million net new subscribers
           to the DIRECTV platform.

           SAC is expected to decline to about $525 for the year. This compares
           to our second half 2001 SAC of about 560 [dollars]. This improvement
           of about $35 can be attributed largely to the elimination of the
           subsidy that DIRECTV has paid in the past to the manufacturers of the
           set top boxes.

           We also believe that the new operational practices we have
           implemented with our retail partners will yield further reductions in
           the areas of non-activation and piracy related costs. We have already
           captured most of this benefit in our third quarter results, where we
           saw SAC decline about $20 from the second quarter.

           We also expect to see improvement in churn from the current levels.
           We are confident in this, because most of our new customers in 2002
           will sign up for DIRECTV with a 12-month minimum service commitment.
           If they don't agree to the commitment, they will pay higher equipment
           costs, or will not benefit from the existing consumer offer.

           Additionally, we expect to reap the benefits from significant
           improvements that we have made, and will continue to make to improve
           our customer service efforts at our call centers and our installation
           network.

           Moving on to ARPU, or average revenue per customer, we expect it to
           average about $56 per month next year. As we explained on our last
           earnings call, we have been experiencing downward pressure on ARPU
           over the past several months.


                                       5

           At this point, it is unclear if these trends will continue. And of
           course, a big wild card is the uncertain economic environment, as
           well as the penetration rates for premium and pay-per-view services.

           In total, we expect revenues to be in the 6 to 6.2 billion [dollar]
           range, and EBITDA to be in the 525 to 575 million [dollar] range.
           Finally, I have a few words about our broadband business. In order to
           preserve cash and reduce expenses, the DIRECTV DSL business will
           primarily market its services to our existing or prospective DIRECTV
           video customers during 2002.

           While we remain convinced that a bundled video/data offering is
           important to offset a competitive advantage of cable, we will only
           invest in DSL to the extent that it helps create stickier customers
           to improve our core video business.

           For DIRECTV DSL we expect to add approximately 100,000 net
           subscribers, ending 2002 with about 200,000 subscribers. Full year
           revenue will be about 75 million [dollars], with EBITDA losses of
           approximately 100 million [dollars].

           So in wrapping up my comments, I think it is important to point out
           that although the DIRECTV team has accomplished a lot, in some ways I
           think we have only scratched the surface. During the last 100 days,
           we primarily focused on improving customer service, reducing our SAC,
           churn and piracy.

           And while we will continue to focus on all those metrics, going
           forward we will have a much greater emphasis on increasing our
           margins. A few of the examples of things we will be doing to improve
           margins include the implementation of new programming packages.

           We feel we can package our services in a way that will improve the
           competitiveness of our offering and increase the value of the
           consumer, while also trimming margins.


                                       6

           We also now have a new customer relationship management system. This
           system gives us better insight into the buying behavior of our
           subscribers, allowing us to improve our targeting efforts, and the
           effectiveness of our sales practices and upgrade packages in a way
           that maximizes our margins.

           And of course we will continue to directly negotiate with our
           programmers as contracts go up for renewal. I think it is fair to say
           that the DIRECTV business is definitely moving in the right
           direction. The return on new subscribers will continue to improve as
           we lower our SAC, reduce churn, and improve our margins.

           As Jack mentioned, I can assure you that the entire DIRECTV team is
           totally focused on successfully running its business and meeting our
           commitment. With that, I will hand it off to Kevin McGrath, who will
           discuss the DIRECTV business in Latin America. Kevin?

Kevin McGrath:
           Thank you Roxanne. DIRECTV Latin America will continue with its focus
           on profitable growth in 2002. This strategy is particularly
           appropriate in two of our larger markets - Brazil and Argentina. We
           face continued economic challenges.

           While we are confident that the economies in Brazil and Argentina
           will begin to stabilize and strengthen by year end 2002, in general,
           DIRECTV Latin America has adopted a conservative growth approach for
           2002, with a continued focus on acquiring quality customers.

           For the year 2002, DIRECTV Latin America expects to add approximately
           250,000 net subscribers. The more selective growth strategy, based
           primarily on strong acquisition filters, is expected to continue to
           bring in high end customers.



                                       7

           These high quality customers typically have better credit and payment
           histories, and tend to have higher premium package penetrations,
           which helps ARPU. For 2002, we expect programming ARPU, which
           excludes rental and activation fees, to be more than a $36 ARPU level
           expected for 2001.

           Additionally, these customers will contribute to a stronger,
           healthier subscriber base, which should result in a lower churn.
           Churn, which has declined in every quarter during 2001, is expected
           to be less than 2.5% in 2002. This compares favorably with the
           expected churn rate of 3% for all of 2001.

           SAC, including capitalized installation costs, will fall from
           approximately $300 in 2001 to approximately $275 in 2002, as our more
           selective growth strategy will result in lower consumer subsidies. In
           this area, we have restructured our dealer commissions to be
           consistent with our more selective subscriber acquisition strategy.

           Finally, DTVLA is continuing to reduce G&A in absolute and percentage
           terms. As a result of all of our cost reductions, and continued
           subscriber growth, we are targeting to reach EBITDA break-even in
           2002. In addition, DIRECTV Latin America expects to reduce 2002 free
           cash flow requirements to approximately $200 million.

           Now here is Pradman Kaul to give you an update on HNS. Pradman?

Pradman Kaul:
           Thanks Kevin. HNS projects 2002 revenue to grow modestly over 2001.
           The EBITDA loss will be in the range of $50-75 million, a significant
           improvement over 2001. This loss is primarily due to the investment
           in the Spaceway project.



                                       8

           HNS will be modifying the way it reports its segments in 2002, to
           more accurately report how the businesses will be run. The HNS
           broadband business will have a common platform for both the
           enterprise and consumer DIRECWAY services.

           Accordingly, HNS will now report its business results in three
           segments. Satellite Broadband Products and Services will include both
           the enterprise and consumer DIRECWAY services. The Carrier segment
           will include the major system sales to carriers. And the Set-top Box
           segment will include all set-top box sales.

           In addition, HNS will also report the number of DIRECWAY consumer
           subscribers, to give insight into the progress of its consumer
           services business.

           The satellite broadband business, which primarily operates under the
           DIRECWAY brand, is expected to grow revenues by 20-25% over 2001. The
           carrier segment revenues will decrease by 55-65%. This reduction is
           due to the completion of major system projects like the XM Satellite
           Radio project, Thuraya and ICO.

           The set-top box segment revenues will be essentially flat, with the
           possibility of 5-10% growth. HNS is continuing to focus on the
           broadband business, with its major investments in Spaceway and
           DIRECWAY. We will continue to be in the carrier business on an
           opportunistic basis, leveraging our technology and system integration
           capability.

           Our role in the set top box business is to support DIRECTV in
           achieving its goals. As I mentioned earlier, HNS expects significant
           improvement in EBITDA for 2002. The broadband business will be
           approximately EBITDA breakeven, because the investment for the
           DIRECWAY consumer segment will be offset by the DIRECWAY enterprise
           segment.



                                       9

           The carrier and the set-top box segments will have EBITDA margins in
           the low to mid single digits. And the investment in Spaceway will
           result in an EBITDA loss of $45-65 million in 2002.

           The slowdown in the global economy has impacted HNS' ability to grow
           at the earlier projected rates. With major telecom companies showing
           significant deterioration in both revenues and profit, HNS is
           fortunate to have modest revenue growth and improved EBITDA in 2002.
           This is because it has positioned itself for these tough times
           through careful cash and cost management.

           In summary, HNS continues to remain the market leader in the
           satellite broadband business, for both the enterprise and consumer
           markets. We remain one of the top two DIRECTV set-top box suppliers,
           and is positioning itself for future growth with its investment in
           Spaceway.

           With that, I will turn the microphone back to Jon. Jon?

Jon Rubin: Thanks Pradman. Now let's move on to questions you may have
           about HUGHES' 2002 guidance. Keep in mind that we have members of the
           media on this call in a listen only mode. I would like to remind the
           media that they are not authorized to quote any participants on this
           call, either directly or in substance, other than the representatives
           of HUGHES.

           In addition, we are Webcasting this call live on the Internet, and an
           archived copy will be kept on our site. Finally, I would like to ask
           callers to limit your questions to only one or two until everyone has
           had a chance to ask their questions. At this point, feel free to ask
           additional questions.

           Operator, we are ready for the first one.

Operator:  Thank you sir. Today's question and answer session will be conducted
           electronically. If you would like to ask a question, please signal by
           pressing the star key, followed by the digit 1 on your touch tone
           telephone. Again, that is star 1 for questions.



                                       10

           We will take as many questions as time permits. And we will take our
           first question from William Kidd, Lehman Brothers.

William Kidd:
           Good afternoon. I was wondering not so much with respect to guidance,
           but with respect to the recent HUGHES/EchoStar transaction, can you
           give us an idea of how management at HUGHES is responding to the
           merger, how it is going to effect the company and retention, and what
           kind of programs are you going to have in place to keep employees
           incentivized during the process, particularly those who are not at
           least at the mid or senior level, and not planning to relocate to
           Colorado?

Jack Shaw: William, this is Jack. I will try to answer the question,
           although it is long [and] detailed. First, my impression is that the
           management and the employees have accepted this merger transaction in
           generally a positive manner. I mean obviously you have shades of how
           people feel. We have I think 15,000 employees. So it is pretty hard
           to give an opinion for all.

           We had established particular programs within the company for various
           people to incentivize them to stay. And we have not seen people
           changing their direction and deciding to leave the company because of
           what was announced.

           I think probably that is one of the greatest challenges for a company
           that is being merged with another company. And so we are going to be
           working on that every day of our lives, until the closing and after
           the closing.

           Charlie has already met with some employees. And he will be meeting
           with others. And obviously this is personal for the people. And in
           some cases it is difficult. But I don't think the managers see that
           there is any lack of enthusiasm for the business, or lack of
           dedication to doing what we need to do over the next months while we
           are waiting for the regulatory approval.



                                       11

           So that is kind of a general answer William. But it is kind of hard
           to get specific. But you know, I think we are all on the right track.
           And we have a lot of work to do here as the senior management team.
           But we think we are putting things in place so that we can continue
           our focus.


William Kidd:
           One minor question, what is the ARPU assumption for DIRECTV?

Roxanne Austin:
           The ARPU assumption is $56.

William Kidd:
           Thank you so much Roxanne.

Roxanne Austin:
           Sure.

Operator:  And our next question comes from Rob Kaimowitz, SG Cowen.

Rob Kaimowitz:
           Hi. Good afternoon, and congratulations on the right transaction.
           Regarding, however, the NRTC issue, the NRTC is standing by their
           position that under the combined entity of EchoStar and HUGHES,
           similar to the Primestar HUGHES transaction, that any of the
           subscribers that fall into their geography would belong to them.

           How do you expect that to be resolved? Do you think that all the
           EchoStar subscribers are now going to become NRTC subscribers? Do you
           agree with their assessment? And how do you expect to deal with the
           NRTC going forward?

Eddy Hartenstein:
           Rob, this is Eddy. Let me take a stab at that. Notwithstanding the
           blizzard of filings and actions that Pegasus has continued in trying
           to judicially create contractual rights that don't exist within the
           agreement, let me just once again remind everyone that the agreement
           is very clear between DIRECTV and the NRTC.



                                       12

           And hence Pegasus, the largest affiliate within the NRTC, that their
           exclusive distribution rights are limited to some very specific
           territories, some 7.7 million homes, about 5.4 million of which are
           cabled, and 2.3 million of which are not, to exclusive distribution
           rights in those territories, and the programming of the original 27
           frequencies at the 101 degree orbit location.

           It is also clear that their rights to use the DIRECTV trademark and
           trade name are non-exclusive. So any rights to those other five
           frequencies on 101 or frequencies at the 119 and 110-degree orbit
           locations are not included in the agreement.

Rob Kaimowitz:
           Okay. Thank you. And then one follow-up question. On the - the FCC
           has put together a specific task force to look at the concentration
           issues regarding the merger. Are you starting to get any feedback or
           sense from the folks at the FCC in terms of what they are going to be
           looking at or how they might be leaning, or any communications from
           them at all?

Man:       Peter, maybe you could address that?

Peter Standish:
           Yeah. I think it is very early in the process. The issues that they
           are looking at will be somewhat similar to the issues that the
           anti-trust division is looking at. They have put together a good task
           force.

           And we anticipate working with them. But we haven't gotten any
           particular indication other than they are looking at questions they
           have indicated of concentration, which is one that we are fully
           prepared to address.

Rob Kaimowitz:
           Excellent. Thank you.

Operator:  And our next question is from Thomas Eagan, UBS Warburg.



                                       13

Thomas Eagan:
           Great, thanks. I am looking at 2002. Besides changing the commission
           structure from sale to activation in terms of the retailers, I was
           wondering if you could talk a little bit about how you are
           positioning DIRECTV with the retailers? For example, any changes in
           the contracts with Best Buy, Blockbuster, Circuit City?

           And additionally, will the EchoStar equipment be sold in those stores
           after the deal closes? Thanks.

Roxanne Austin:
           Thanks Tom. As it relates to your first question, obviously we are
           going to be positioning DIRECTV, as we said in our last call, to
           really focus on acquiring quality subscribers. So I think you really
           hit the nail on the head with what you said. We are going to focus on
           trying to get a committed customer, a customer that has a 12-month
           commitment, and a customer who will be coming in we hope at some
           higher initial programming package levels for us.

           So we are really going to be focusing on our packaging in 2002, I
           mentioned that in some of my opening comments, to try to work on
           improving on our overall margins. What we mean by that is trying to
           have a package that is highly competitive, that the customer really
           enjoys, but also provides us with a higher margin, in hopes that our
           take rates initially in those packages at activation are higher than
           they are today.

           So that answers the first part of your question.

Eddy Hartenstein:
           The second part Tom, this is Eddy, it is way premature, given where
           we are in the deal pendency stage here to talk about distribution and
           retailer agreements with respect to equipment. I fully expect those
           distribution channels and retailers that DIRECTV has today will
           remain DIRECTVs. And those that EchoStar has will remain theirs.



                                       14

           At the right point, when our respective lawyers tell us that we can
           begin discussing those things, which I think is upon approval of the
           merger, we can discuss distribution.

           I would add that there is an overlap portion of distribution today,
           primarily in some of the smaller dealers in the two-step distribution
           network, where dealers have for a long time and continue today to
           sell both DISH Networks and DIRECTV products. And I suspect that will
           continue as well.

Thomas Eagan:
           And so you don't think there will be any kind of - any I guess
           competition or confusion with those dealers that sell both? They will
           just have to decide based on the customers which equipment that they
           sell.

Eddy Hartenstein:
           Look, I think the confusion factor is one that we are quite aware of
           the potential for. I think both companies in our agreement and
           communiques to our respective dealers and customers are trying very
           hard to keep things unconfused.

           And our pledge to customers, both existing and prospective going
           forward, is that when decisions would be made as to a convergence of
           platforms upon close, I mean the only thing that has been decided is
           that it would operate under the DIRECTV brand name, and no customers
           will be inconvenienced or suffer any cost to retain their current
           services.

Thomas Eagan:
           Great. Thank you.

Operator:  And we will go next to Vijay Jayant at Morgan Stanley. Mr. Jayant,
           please go ahead. Your line is open.

Vijay Jayant:
           Hi. Good afternoon. Two quick questions. First, on your [per
           subscriber] cost guidance, what assumptions do you have on what
           proportion of growth will be lease subscribers, and have they been
           accounted for in the number you gave us?



                                       15

Roxanne Austin:
           We are looking at about less than 10% being from lease next year.

Vijay Jayant:
           Great. And second, just following up on Rob Kaimowitz' question on
           the NRTC, it seems that the plan is to move the core platform to 110
           from 101, which is where DIRECTV is. And given their [inaudible] at
           101, will that eviscerate their rights?

Eddy Hartenstein:
           Vijay, again, I think it is premature to make any assumptions as to
           where we might migrate which channels. Jack and I are heading up from
           the HUGHES sector, the transition team. And what Jack's promise was
           is that the operating heads are going to be focused on the operating
           business.

           We have only had the first such pre-transition meeting with some of
           the folks that are looking at where the spectrum resource is, and
           trying to understand what the most efficient use would be, bearing in
           mind that the overall I think attribute of this merger is to make the
           most efficient use of spectrum possible, delivering [to] as many more
           markets.

           And we think we can deliver... we know we can deliver 100 markets.
           And on a nationwide basis, deliver some dozen channels of high
           definition programming as well. The most efficient way to do that
           will have a cost factor. It will also have a time factor to it as
           well. We want to get that benefit to consumers as quickly as possible
           within the resources that we have, both spectrum and the installation
           and manufacturing capabilities, to make that possible.

           So we have absolutely not decided yet how we would manage the
           spectrum. And I imagine that will take us a few months before we get
           there.

Vijay Jayant:
           Thanks guys.



                                       16

Man:       Okay.

Operator:  And we will go next to Karim Zia, Deutsche Bank.

Karim Zia: Thanks. I had two as well. I guess for Roxanne, on the DIRECTV
           guidance, I am just having trouble reconciling what you had mentioned
           for net adds. And if churn is lower, it would appear gross adds would
           be down sharply. And if SAC is coming down, I guess I am surprised
           the EBITDA number wouldn't be higher. Can you say what the
           pre-marketing cash flow margin assumption is and maybe what is
           missing there?

           And then for Peter, given all of the media controversy surrounding
           the merger, I wonder if you could just, sort of, respond to the two
           most frequently asked questions about, sort of, the market
           definition, whether it is satellite or pay television overall, and
           what the response would be to the concentration issues in the rural
           territories. Thank you.

Jack Shaw: Peter, why don't you go first?

Peter Standish:
           Okay. The market definition issue I think is one that is not going to
           be a significant issue. Both the FCC and the anti-trust division have
           looked at these markets and said that it is an MVPD market, that is
           that cable and direct broadcast satellite are in the same market.

           And they have done that at a time prior to DBS having some ability to
           provide local service, and therefore becoming even more directly
           comparable to cable. And they have done it at a time before cable has
           added digital capability, becoming more like DBS.

           So we see that market definition issue as being pretty clearly a
           broad one. Even people who have questioned some of the competitive
           impacts of the merger have acknowledged that an MVPD market is the
           likely conclusion.



                                       17

           In terms of the rural areas, right now both of the companies have
           operated in a way that they provide national pricing. And that
           national pricing is pricing which takes into account the strong
           competitive presence of cable, and the churn issues with cable. And
           therefore the pricing has to be competitive with cable.

           Priced on a national basis, that means that the rural consumer
           receives the benefit of that competitive price. We would anticipate
           that to continue in the future. We would anticipate that is something
           which is driven by market forces of efficiency and competition,
           rather than doing a special benefit to the rural consumer.

           It is the nature of the market. The market drives that kind of
           pricing. So we don't see that as a problem. In addition, the rural
           consumer, we believe, will be receiving very substantial benefits in
           terms of additional products and some of the other things that you
           have heard the company talking about in terms of Internet access and
           additional product features.

           So we think it is probably a win situation for the rural consumer as
           well.

Roxanne Austin:
           Karim, on your other question on pre-marketing cash flow, it should
           be in the 38 to 39% range.

Jack Shaw: Okay Karim?

Karim Zia: Got you. Okay. Thanks.

Operator:  We will take our next question from John Stone, Labenburg, Thalmann.



                                       18

John Stone:
           Hello, yes. My first question is concerning the DIRECTV broadband.
           Given the kind of penetration rates we are starting to see for cable
           modems, coupled with the cable video product that you have to compete
           with, I am concerned about the relatively slow take rate we see for
           DIRECTV broadband, perhaps 1% of your overall video customers in the
           coming year. Why are you proceeding so slowly in the deployment?

Roxanne Austin:
           Well perhaps we have been conservative. But we are clearly going to
           market directly into our directory subscriber base for 2002. We think
           that that will be an offering, and a bundled offering, that will be
           attractive to our subscriber base.

           You know, it is clearly something that we think we have to continue
           to pursue and work on as we move into 2002. So maybe we have been
           conservative. But we do believe that many of our customers really
           want to enjoy that product. And we will have it available
           [inaudible].

John Stone:
           Are there any constraints in terms of your ability to distribute the
           product because of cooperation from the ILECS?

Roxanne Austin:
           No. We have agreements across the board. I don't think there is an
           issue with that. [inaudible] qualify to receive a DSL service. And
           once they have done that, we can go forward.

John Stone:
           One other follow-up, in a slightly different area, concerning your
           affiliation with XM Radio. I know now that you carry audio
           programming from the Music Choice service. And I was wondering when
           does that contract come up for renewal? And when will [we] be seeing
           XM Radio going out of a DIRECTV?

Eddy Hartenstein:
           We don't get into the specific discussions on individual programmers
           John. But that is something we would look at in the ordinary course.



                                       19

           XM has a much broader range of audio services, with 100 channels,
           than the 30 or so channels that DIRECTV has today. So we would look
           at that as we go forward.

           We are also looking at interactive applications on the DIRECTV
           platform, through Wink, and being able to both buy and effect
           purchase of CDs, which is something that we have arranged with Music
           Choice, which is not - it is a dissimilar agreement than with XM.

           But count on looking at, through the program acquisition department
           of Roxanne's, the best deal that we can cut for DIRECTV. And XM of
           course will do the best they can for themselves. If those two cross,
           so much the better.

John Stone:
           Thank you very much.

Operator:  And we will go now to Ray Schleinkofer, Thomas Weisel Partners.

Ray Schleinkofer:
           Just two quick questions. One on the launch coming up this year. Are
           all of the costs associated with that launch occurring for fourth
           quarter of this year? That is none of them should we be thinking
           about for 2002?

           And then just as you are looking at some of the guidance for 02, in
           October of next year we have got I believe the NFL SUNDAY TICKET (TM)
           that either comes up for renewal or the exclusivity is set to expire.
           Can you give us a sense of what is sort of baked into these
           assumptions on the NFL SUNDAY TICKET as far as being able to get
           exclusivity and things like that once again?

Roxanne Austin:

           Well first of all, all the launch costs associated with [DIRECTV 4S]
           that you are talking about with the plan to launch in November are
           included in Q4. As it relates to the NFL, we actually have the NFL
           SUNDAY TICKET contract through the 2002 season.



                                       20

Ray Schleinkofer:
           Okay.

Roxanne Austin:
           So we will enjoy that through the complete season of 2002.

Ray Schleinkofer:
           Fantastic. Thanks guys.

Roxanne Austin:
           Thank you.

Operator:  And we will go next to Adam Simon, Goldman Sachs.

Adam Simon:
           Thanks a lot. One follow-up on Karim's question, actually your
           answer, 38-39% pre-marketing. As I understand it, residual payments
           are actually not included in that, which probably are another couple
           of percent. I guess my question is EchoStar has about 40-41%
           pre-marketing margins. And if you, on a more of an apples to apples
           basis, I think there is more like a 300-400 basis point difference
           there.

           Given you have a larger sub-base, I mean can you get into the details
           of that, and how maybe you could close that gap?

Mike Palkovic:
           Yeah Adam, this is Mike Palkovic. Yeah, we understand that there is a
           gap of two or three points there. We are obviously trying to close
           the gap on a regular basis. We have a lot higher ARPU, which
           obviously drives a higher programming cost percentage than he has.
           That accounts for a small piece of it.

           The rest of it obviously is areas that we have worked on in the
           second half of the year, and we are going to continue to work on
           through continued cost cutting and focusing on our margins.



                                       21

Adam Simon:
           Okay. With the cost-cutting that was announced as layoffs, it seems
           like the 38-39% margin is holding constant.

Roxanne Austin:
           What will really get us there is the - would be programming cost, and
           the increases in our programming costs due to annual CPI and contract
           increases. And you know that we enjoy much more rich sports
           programming than other services. And that does have an effect on our
           programming costs overall. They tend to be higher.

Adam Simon:
           Okay. And last question, I was wondering if you can go into the cash
           requirements - the 1.5 to 1.7 [billion dollars]. If you could break
           that out a little by maybe segmentation on cap ex [capital
           expenditures] and anything else for that matter?

Mike Gaines:
           Sure. This is Mike Gaines. If you start with the mid-point of our
           EBITDA range of about $800 million, total cap ex in 2002 should be in
           the $1.7 billion range, about $700 million of that for satellite. Add
           to that some working capital, interest expense next year that should
           be in the $200-300 million range. And you should get pretty close.

Adam Simon:
           All right. Thank you.

Operator:  And we will go now to Basu Mullick, Neuberger Berman.

Basu Mullick:
           Hi. I have two questions. One for Jack Shaw is can you talk a little
           bit about how the HUGHES shareholders are protected in the event the
           combination runs into a regulatory hurdle, and it is not just a
           win/win for DISH holders? So far I feel comfortable that I am not
           getting paid anything for the deal. But I would like to make some
           money, given the implied value of the deal.



                                       22

           Number two is a question for Roxanne. And that question is if you
           could elaborate on scratching the surface commentary that you made.
           And lastly I just want to comment that I think this management team
           is delivering on the numbers. And we are very encouraged.

Jack Shaw: Well thank you Bob. We appreciate the good words. Concerning
           the protection on the downside, as you know, that is not such an easy
           thing to come away with. There were two or three or four things that
           we felt strongly about, and we were able to negotiate with EchoStar.
           There were probably two or three other things that we weren't able to
           negotiate. So we did what we felt was the best package.

           The first is there of course if we don't get regulatory fee - or
           excuse me, if we don't get regulatory approval, there is a breakaway
           fee of I believe we have announced it - $600 million. That obviously
           - I mean obviously the first and foremost thing is that we want to
           make sure that our company is not hurt, and not wounded in that we
           are able to go forward so that we can provide value to the
           shareholders if the deal shouldn't go through.

           So that was one thing. The second thing is that EchoStar is required
           to go through with the purchase of PanAmSat. That certainly is to
           provide cash for the transaction.

           We did other things. One of the ones that I think that protects
           HUGHES and our primary valued asset, DIRECTV, is the use of the
           DIRECTV brand. That may sound like a small thing. But that is a
           pretty big thing when you are out with consumers and they know that
           the DIRECTV brand is going to survive.

           We also have some protection. All of this is words. But it is
           protection that there won't be disparaging remarks and that we will
           control our distributors and so forth.



                                       23

           So it certainly isn't everything that we wanted. But we felt that it
           was a responsible package that HUGHES would not be damaged, that we
           would be ready to fight harder if something happened to the
           regulatory issues.

Roxanne Austin:
           As to your second question, what did I mean by scratching the
           surface, in roughly 100 days, we made some major, major improvement
           to our business. So 100 days is 100 days. We have got a lot more work
           to do. To say that we are happy with our SAC rates, even bringing
           them down to 525, the answer is no. We are going to continue to try
           to drive that lower.

           To say that our churn rates, we are happy with those, even driving
           them below the 1.7 [percent per month], and starting to approach 1.5
           [percent per month], we have got to continue to drive that lower. We
           have to make sure we are doing everything to eliminate piracy. We
           have to improve our margins.

           As I said, we are just now scratching the surface in what we are
           maybe able to do with our new customer relationship management
           system. And the thing that we can do to actually - to do it in a
           smarter way, package and sell our customers packaging that we have to
           offer to them in a way that improves our margins.

           So looking at our margins, looking at our cost structure, and trying
           to [inaudible] to reach our SAC, everything - looking at everything
           that we do every day, and ways to do it better, in 100 days we did a
           lot. We have got a lot more to do.

Jack Shaw: I think in general I could say that the mentality or the way
           the senior management in the company is now thinking is that we are
           recognizing that even though our heritage was the defense business
           and the aerospace business, that that is not what we are in. That we
           are in the serious business of providing services to enterprises and
           consumers, and cost is just the byword of the day.



                                       24

           So everything we do is geared to reducing the cost for our offerings
           to our customers, and increasing the value of this enterprise for our
           shareholders. So I really am having no trouble at all with having all
           of the senior folks on the same page and going in the same direction.
           And I don't know, I think that we all kind of feel happier about
           ourselves and our company.

Basu Mullick:
           Thank you.

Operator:  And we will go now to Doug Shapiro, Bank of America.

Doug Shapiro:
           Thanks. I had a more specific transition question. I was wondering if
           it is your intention to introduce a box that will accommodate both
           the DISH and DIRECTV platforms before the merger closes. And if so,
           how long will it take to engineer that, and when you thought you
           could introduce that kind of box?

Eddy Hartenstein:
           We have specifically looked at that Doug. This is Eddy. And we
           believe that such a system is almost partially in existence today. If
           you look at the transport layer on the chip sets that are used in
           certain of our manufacturers' DIRECTV set top boxes and look at the
           EchoStar DISH Network boxes, both the DVB standard and the DIRECTV
           standard are incorporated on those.

           It wouldn't take a huge additional step to have dual [inaudible]
           boxes. It would only then be a question of incorporating the parallel
           encryption systems. And indeed, we believe those types of boxes could
           be ready to be produced in advance of even the earliest stage of
           regulatory approval. We are looking at that.

           And certainly to the extent that if we can come to a conclusion of
           how to best share the spectrum most efficiently for consumers and
           local markets and what not, that we could also on both sides, both
           companies making their own independent decisions, incorporate those



                                       25

           very minor changes in the set top boxes, make at least a beginning of
           a dent in the universe of boxes. It could be migrated post-merger
           approval.

           So that is the only thing that we are looking at, and again, haven't
           made any final decisions on, but easily within the engineering
           capabilities of our respective companies.

Doug Shapiro:
           And then if you did go ahead with that stuff and it turned out that
           the merger didn't go through, you could just send out new cards, and
           it wouldn't be a problem, right?

Eddy Hartenstein:
           Absolutely. It would not - there would be nothing done prior to
           merger approval to enable either side to, if you will, activate or
           slam or deactivate other - an opposing company's set top box.

Jack Shaw: That is something that maybe I should expand a little bit upon.
           Peter could probably do a better job than myself. But just for your
           information, we want to move forward probably a lot quicker than we
           can with a lot of things, because we specifically, until we have
           governmental approval, we have got to conduct ourselves as two
           separate companies.

           We have got to do our own thing. We are competitors. So we have got
           to compete. And we are going to compete hard against each other for
           sure. But that doesn't say we can't sit down and think about things
           and what we can do and how quickly we can do it and so forth. So we
           are trying to cover all the bases.

Doug Shapiro:
           Okay great. Thank you.

Operator:  Once again, if you would like to ask a question, it is star 1. We
           will go now to (Roy O'Conner), (Carlson) Capital. Mr. (Conner),
           please go ahead. Your line is open.



                                       26

           Hearing no response, we will move on to Tom Vanbuskirk, Troy Asset
           Management. Mr. Vanbuskirk, your line is open?

           Hearing no response, we will go on to (Patty Raleigh), Gardner. And
           hearing no response again, we will move on to (Luka Polatow),
           Chesapeake Partners.

(Luka Polatow):
           First of all, I would like to add my congratulations as well. I did
           want to pursue the regulatory aspect of this proposed transaction
           just a little bit more. The question being, with all the sort of bad
           paper that has been traded between the companies in the past, and
           with EchoStar having already accused you of abuse of market power or
           something along those lines, I understand your comments on downside
           protection, and the agreement has some teeth to it, but isn't that
           sort of the ultimate red flag to the authorities?

Jack Shaw: Peter, I think this is made for you.

Peter Standish:
           Sure. Sure. You are referring to the litigation that EchoStar brought
           a couple of years ago. That was brought - first of all, you have to
           understand there were two views on that. And there was a very strong
           view on the part of DIRECTV that that was not a valid claim in terms
           of the market definition, what you are talking about, them saying
           that it is a DBS market.

           The other thing is that whatever the potential (bona fides), and I
           think EchoStar realizes even at the time it was a stretch. But
           certainly now they have indicated that the market has substantially
           evolved, and some of the comments I had made before in terms of
           digital cable and local service, so that certainly today I don't
           think that is a case that they would even have thought to bring.

           So I don't see that as a particular problem. Obviously we were aware
           of that when we evaluated it. Naturally people take a look at it and
           say well what was that all about. But that is something everyone was



                                       27

           very well aware of. And we don't see that as going against the
           conclusions that have been made by the anti-trust officials, and by
           the FCC in the past, that it is an overall market.

           That was one company's view of the news a couple of years ago.

(Luka Polatow):
           Thank you, and good luck. We think the agreement is fundamentally
           absolutely fantastic.

Operator:  And we will take a follow-up question from Thomas Eagan, UBS Warburg.

Thomas Eagan:
           Great. Thank you. This may be a sensitive question, but we may over
           the next three to six months hear GemStar expand its lawsuit from
           EchoStar over to DIRECTV. I was wondering if you all could just
           comment a little bit about what your current feelings are on the
           patent issues between say GemStar and yourselves, and maybe add
           comments on the patents over at the PMC Corporation too? Thank you.

Eddy Hartenstein:
           Tom, you are right. It is sensitive. It is our policy not to discuss
           either existing lawsuits or relationships around discussions that we
           are having, potential discussions to agreements that we are having
           with other entities, GemStar and PMC included. So I really don't have
           anything to say on that right now.

Thomas Eagan:
           All right. Thank you.

Man:       All right.

Operator:  And our next question is a follow-up from Vijay Jayant, Morgan
           Stanley.



                                       28

Vijay Jayant:
           Hi. I just wanted to follow-up, since must-carry is pretty close and
           coming, and your satellite launch is slated for late November. And I
           understand that the FCC really can't offer a [inaudible] if you are
           not ready. You just bought this satellite on [inaudible], given it
           is a statute.

           My understanding is that I think you have about 15 frequencies being
           allocated to local channels. Is there a risk of dropping markets?

Eddy Hartenstein:
           We don't think so. First of all, just as a quick status, the 4S
           satellite is already down at the launch site to Peru and French
           Guyana. It is more than I believe halfway into its pre-launch
           campaign, scheduled now for a launch right after Thanksgiving. The
           in-orbit test team is ready to go through a very rapid, less than
           thirty day certification and on-orbit checkout and drip procedure.

           So we expect all of that to arrive just in time to light up those
           additional channels. The - we are serving some 41 markets today for
           the local channels, providing a valuable service. And I think it is
           something - I am not sure exactly where your question was going -
           were to happen, I think the overwhelming efforts that we have made I
           think would weigh heavily on perhaps any delay that might come from
           forces out of our control.

           So we expect a success and have done everything we can to ensure
           that.

Vijay Jayant:
           I was just trying to get to the point that since the FCC may not have
           the authority to provide a reprieve, then you may need to get a rider
           on some [inaudible] congressional approval to get some delay or
           whatever is required.

           It is just a [inaudible] issue. Is that a risk is what I am trying
           to get to the bottom of?



                                       29

Eddy Hartenstein:
           Look, we would certainly - we realize it is not an FCC regulatory
           jurisdiction. This is a legislative issue. And given the number of
           constituents and actual members in both the Senate and the House that
           [inaudible] pretty heavily for a competition against cable.

           If it would need to come to that, I don't expect that would be a huge
           issue, given that we have acted in good faith and as a good actor in
           terms of going to the expense, and throwing all the resources at
           making this happen.

Vijay Jayant:
           Great. Thanks.

Man:       Okay.

Operator:  And that does conclude our question and answer session. At this time
           I would like to turn the conference back over to you Mr. Rubin for
           any additional or closing comments.

Jon Rubin: I would just like to thank everyone for joining us today. If
           you have any further questions, please do not hesitate to contact me
           or our investor relations department at HUGHES or PanAmSat. Thank
           you.

Operator:  That does conclude today's conference. Thank you for your
           participation. You may disconnect at this time.



                                       END




                                       30