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

        The following will be made available on Hughes' website beginning
                                January 8, 2002:

                              Salomon Smith Barney
                        12th Annual Global Entertainment,
                     Media & Telecommunications Conference

                                    Jack Shaw
                   President & Chief Executive Officer, HUGHES

                                Eddy Hartenstein
                   Chairman & Chief Executive Officer, DIRECTV

                                 January 8, 2002

                                  [HUGHES LOGO]

SEC Guidelines

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,, 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, Hughes and certain of
its officers, and EchoStar and certain of its executive 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 regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
each of GM and Hughes on November 16, 2001. 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

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


SEC Guidelines - Cont

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 ordifficult 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


HUGES Overview
                            |          HUGHES        |
                            |                        |
                            | 2001E Revenues ~ $8.3B |
           |                            |                          |
------------------------   ------------------------  --------------------------
|                      |   |        HUGHES        |  |                        |
|       DIRECTV        |   |   NETWORK SYSTEMS    |  |         PanAmSat       |
|2001E Revenues ~ $6.3B|   |2001E Revenues ~ $1.3B|  | 2001E Revenues ~ $0.9B |
------------------------   ------------------------  --------------------------

o United States            o DIRECWAY                  o Transponder Leasing
o Latin America              - Consumer
o DIRECTV Broadband          - Enterprise
                           o DIRECTV Receiver


HUGHES 2002 Guidance

                                                Increase from 2001
         HUGHES Revenue: $9.0-9.2B                     ~10%
         HUGHES EBITDA: $750-850M                    50-90%

                            Business Unit Highlights

         DIRECTV U.S. EBITDA Expected to More Than Double to $525-575M While
         Adding Over 1M New Subscribers

         DIRECTV Latin America Targeting EBITDA Break-even

         HNS' Broadband Products and Services Division is Expected to Grow
         Revenues by 20-25% While Reaching EBITDA Break-even

         PanAmSat is Targeting EBITDA Margin of 70% or Higher


DIRECTV U.S. - A Profitable
Growth Strategy

Increase Financial Returns While...Growing Our Subscriber Base

[Chart showing DIRECTV Value Drivers,   [Chart showing 9.5M in 2000, 10.7M in
which include Improve Margins, Increase  2001 and 11.7-11.9M in 2002E.]
Subscriber Retention and Reduce SAC.]


Taking SAC Down

SAC Reduction Initiatives

o        Eliminate Manufacturing Subsidies      [Chart showing $575 in Q2 '01,
                                                 $555 in Q3 '01, $560 in Q4
                                                 '01E and $525 in 2002E.]
o        Attacking Signal Piracy

         -        "Out-of-Box" program

         -        Activation-based retail model

o        Emphasize Less Expensive Distribution


Operational Objectives

         Increase Margins                          Reduce Churn

o    G&A Savings                          o    Acquiring Committed Long
                                               Term Customers
     -    Staff reductions
                                               -    12 month service commitment
     -    $50M annual cost savings
                                          o    New Incentive Plans with
o    Programming Margin Initiatives            Retail Partners

     -    New program packages            o    More Stringent Credit
                                               Screening Practices
     -    New CRM (Customer
          Relationship Management)        o    Significantly Improved
          system                               Customer Service and
     -    Leverage large subscriber
          base to negotiate favorable


DIRECTV'S New Spot Beam Satellite

[Graphic of DIRECTV's new
 Spot Beam Satellite]


                                  o  Capacity for 300 New Channels

                                  o  Meets Must-Carry Requirements

                                  o  Added 220 New Local Channels as of 1/1/02


DIRECTV U.S. - New Strategies Result
In Improved Financial Returns

[Chart Showing Accelerating             [Chart showing Increasing Subscriber
 EBITDA: $151M in 2000,                  IRRs(2): 41% in 1H '01, 43% in 2H '01E
 $200-250M(1) in 2001E,                  and 47% in 2002E.]
 and $525-575M in 2002E.]

(1) Excludes one-time severance charge of $48M
(2) Assumptions for 1H'01/2H'01/2002E: SAC: $555/$560/$525; Monthly Churn:
    1.75%/1.70%/1.60%; ARPU: $55.50/$56.90/$56.00


DIRECTV - Latin America

     o    Over 1.5M Subscribers                    [LOGO]
     o    Exclusive Programming                FIFA WORLD CUP
                                                KOREA JAPAN
     o    World Cup Rights

     o    Launched Interactive              [LOGO]        [LOGO]
          Services                      Disney Channel    HBO Ole

     o    Aggressive Cost and
          Churn Reductions

     o    Targeting EBITDA
          Break-even in 2002


Hughes Network Systems

[DIRECWAY LOGO]     -     One Platform That Leverages Both
                          Enterprise and Consumer Markets

Enterprises                             Consumers

o World Marketshare Leader              o ~100,000 Subscribers
  - 67% in 2000                         o Focused on "Powered by
o >300,000 VSAT Terminals                 DIRECWAY" Wholesale Model
  Installed in 85 Countries             o Bundled with DIRECTV
                                          - Leading provider of DIRECTV
                                            set-top boxes

[ARCO LOGO]                             [AOL LOGO]
[GM LOGO]                               [PEGASUS COMMUNICATIONS LOGO]
[CIRCUIT CITY LOGO]                     [DIRECTV LOGO]
[BLOCKBUSTER LOGO]                      [EARTHLINK LOGO]


SPACEWAY: The Next Generation

[Graphic of Satellite]        o Service Launch in 2003
                              o Key Differentiators
                                - Spot beam satellites
                                - Peer-to-Peer architecture
                                - Packet switching
                                - Bandwidth-on-Demand
                              o HUGHES Broadband Alliance Formed
                                - Sun Microsystems and Polycom
                                  are first to join
                              o Established Peer-to-Peer
                                Application Center of Excellence

SPACEWAY Will Deliver High-Speed, Low-Cost Multimedia Services to Both Consumers
and Enterprises Beginning in 2003



New Leadership: 3-phase Strategy        [Graphic of Earth with satellites
  (1) Refocus on core operations         circling Earth and Ka-Band slots
  (2) Increase profitability             noted intermittently.]
  (3) Grow revenues

Key Financial Targets

  - Increase EBITDA margins to 70%
    or higher in 2002

  - Decrease operating expenses by
    $25-30M per year

  - Reduce capital expenditures by
    ~$700M over 5 years

                     VISION: To Be the Financially Strongest
                           Premier Satellite Operator


                                 [ECHOSTAR LOGO]

                                  [HUGHES LOGO]

                             A Powerful Combination


Transaction Summary

o    HUGHES and EchoStar to Merge

     -    EchoStar shareholders to receive about 1.37 HUGHES shares for each
          EchoStar share

     -    Equivalent to 0.73 EchoStar shares per HUGHES share

o    Before the Merger, HUGHES Pays a Cash Dividend of Up to $4.2 Billion to GM
     Which Reduces GM's Retained Interest in HUGHES

o    Up to Six Months After the Closing, GM May Offer Up to 100 Million Shares
     of HUGHES Equity in Exchange for GM Debt Securities

o    Fully-Committed Financing Totaling $5.5 Billion


Pro Forma Economic Ownership

          ----------------                -------------------
          |  GM Class H  |                | EchoStar Public |
          | Shareholders |                |   Shareholders  |
          ----------------                -------------------
                    53%   \              /   18%
                           \            /
                            \          /
                             New Company
                           /             \
                          /               \
                    11%  /                 \  18%
             -----------                     -----------------
             | General |                     | Charles Ergen |
             | Motors  |                     |               |
             -----------                     -----------------

Note: Assumes $4.2 billion dividend paid to GM, and a corresponding reduction of
     GM's retained interest in HUGHES, at an illustrative price of $18.44 based
     upon the implied deal value. Does not include the offer of up to 100
     million shares of HUGHES equity in exchange for GM outstanding debt.
     Excludes Vivendi Universal's planned ownership in EchoStar.


Key Merger Synergies

o    Efficient Utilization of Scarce Spectrum

o    Reallocation of Approximately 500 Duplicate Channels

o    New Content and Services

o    Significant Cost Savings


DBS Satellites and CONUS(1)
Orbital Slot Locations

      119(degrees)WL                110(degrees)WL              101(degrees)WL
DIRECTV-6       11 Frequencies   DIRECTV-1    3 Frequencies   DIRECTV 1-R   8 Frequencies
EchoStar 2,4,6  21 Frequencies   EchoStar 5  29 Frequencies   DIRECTV-2     8 Frequencies
                                                              DIRECTV-3     8 Frequencies
                                                              DIRECTV 4-S   8 Frequencies

                       [Graphic of Earth and Satellites.]

(1) CONUS stands for Continental United States


Channel Duplication

                           EchoStar        DIRECTV       Channels
                           Channels        Channels     Duplicated
Basic(1)                      122            116            99

Premium                        34             31            28

Local Channels               ~400           ~450          ~300
Currently Carried(2)

PPV                            24             50            24
Sports(3)                      23             23            22
A la carte (4)                 64             49            30

Total                        ~667           ~719          ~503

(1) Total Choice, America's Top 100
(2) In addition, DIRECTV expects to broadcast local channels to ten new markets
    in 2002 from the 119(degree) WL orbital location
(3) Does not include professional and college sports packages
(4) Includes Spanish-language channels, Adult, Family Pack and additional
    content in America's Top 150


Competitive Benefits of the Merger

o    Increased Competition with Cable

     -    Cable still has ~80% of the U.S. multichannel subscribers

     -    Cable continues to increase prices each year (37% since 1996 vs. CPI
          of 10%)

     -    On-going cable industry consolidation

     -    Digital cable and bundled broadband offering increasingly threatens

o    More Services, More Choices and Competitive Prices

     -    Local channels covering approximately 85% of TVHH population (versus
          60% today)

     -    More High Definition TV channels

     -    Expanded services: interactive, ethnic, video-on-demand, sports and

     -    Nationwide broadband services at affordable prices


Providing More Local and HDTV Channels

                                  Before Merger
                Total Channels          % of          # of
               Used for Local(1)     Population    HDTV Channels
               -----------------     ----------    -------------

DIRECTV             ~450                61%            2

EchoStar            ~400                58%            3

                                  After Merger

New Co(2)            850                85%            12
  The New Company Will Provide Local Channels to More Than 85% of TVHHs (Versus
   Around 60% for 2 Separate Companies) and Will Be Able to Offer Many New HD
                    Channels to Meet Growing Consumer Demand

(1) In addition, DIRECTV expects to broadcast local channels to ten new markets
    in 2002 from the 119(degree) WL orbital location

(2) Assumes minimum post merger local channel offering and population coverage
    with reallocation of channels duplicated


Benefits to Rural America

o    Greater Availability of Digital Quality Local Channels

o    National Pricing Which will be Competitive Against Cable

o    More Services Offered at a Single National Price

     -    New Content

     -    High Definition TV

     -    Interactive

     -    Video-on-demand

     -    Specialty

     -    Foreign language

o    Improved Broadband Services

     -    Affordable pricing

     -    Expanded services


Potential Synergies of The Merger

                              2005 EBITDA Estimates

               Revenue Synergies                  Cost Synergies

               [Pie chart showing                 [Pie chart showing
               Advertising $900-1,000M,            SAC $900-1,200M,
               Broadband $250-300M,                G&A $400-450M,
               HDTV $50-100M,                      Programming $600-700M,
               VOD/PPV $75-125M,                   Churn $750-850M,
               Local Services $700-800M,           Subtotal: $2.65-$3.2B]
               Subtotal: $1.975-2.325B]


There Are Approximately 92 Million Multichannel Subscribers in the U.S.

          Cable                       DBS                   Other* (YE Est.)

AT&T                15.1      DIRECTV        8.5                  3.3
Time Warner         13.2      NRTC/Pegasus   1.8
Comcast              7.9      EchoStar       6.4
Charter              7.0
Cox                  6.2
Adelphia             5.7
Cablevision          3.0
Other               13.6

                    71.7M                   16.7M                 3.3M

               Proposed Company Would Represent Approximately 18%
              of the Total U.S. Multichannel Subscriber Marketplace

Source: Cablevision Magazine Website as of 10/01/01; SkyReport 9/30/01; Deutsch
        Bank Report 9/6/01
*Other includes C-band, MMDS, SMATV and over-builders


Regulatory Overview

Market Definition - Relevant Points

o    FCC's Original Allocation of DBS Spectrum Designed to Provide Competition
     with Cable Monopoly

o    SHVIA Enacted to Help DBS Compete with Cable

o    In the 1998 Primestar/News Corp/MCI Cases, DOJ and FCC Defined Market to be
     Multichannel Video Programming Distribution (MVPD)

     -    DOJ concluded that DBS and cable were in same market

     -    FCC endorsed DBS mergers so that DBS could better compete against

o    DBS Focuses their Advertising/ Promotions on Cable; Much of Cable's
     Advertising Attacks DBS


Regulatory Overview

Market Concentration - Relevant Points

o    The 2001 Heinz Case Held That Substantial Merger-Specific Efficiencies
     Could Outweigh an Increase in Concentration

o    Merger Spectrum Efficiencies Will Result in Extraordinary and Verifiable
     Increase in Output

     -    The addition of local channels, HDTV, ethnic services, expanded
          broadband services, etc. will increase the options for MVPD viewers

     -    The merger efficiencies cannot be achieved without combining EchoStar
          and HUGHES

o    No Likelihood of Collusion as DBS Competes Against Many Local Cable


GMH Shareholder Protections

o    HUGHES Will Absolutely Manage the Business in an Aggressive and Effective

     -    HUGHES management to remain totally focused on running the business

o    Cash Available if Regulatory Approval is Not Received

     -    $600M fee paid to HUGHES by EchoStar

     -    EchoStar to purchase PanAmSat for ~$2.7B

     -    Potential for GMH spin-off in the future

o    Continued Use of the DIRECTV Brand Name in Any Event


A Powerful Combination

o    100% Digital Nationwide Platform With More Than 16.7 Million Subscribers
     (Including 14.9 Million Owned-and-Operated)

o    Creates Stronger Competitor to Large, U.S. Cable and Broadband Providers

o    100 Million U.S. Households Offer Powerful Growth Opportunity

o    Leverages Already Compelling DBS Economics

o    Substantial Cost and Revenue Synergy Opportunities

o    Superior Management Team with Proven Success