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 was sent to Hughes and PanAmSat employees from Jack Shaw:

January 31, 2002

To HUGHES and PanAmSat Employees:

I would like to update you on the status of our pending merger with EchoStar.
You may be wondering what progress has been made since we announced the
transaction in late October. Our senior leaders and attorneys have been, and
continue to be, in regular contact with the regulatory agencies that are
reviewing this transaction. Things are moving ahead much as we anticipated and
the regulatory process is progressing to our satisfaction. Currently, the top
priority for both HUGHES and EchoStar leadership, as it relates to this
transaction, is to continue to fully engage in the regulatory process and to
actively tell our story to a variety of other interested stakeholders.

At the same time, some review of technology issues related to the merger has
begun. We don't currently expect decisions to be made about transitioning to the
new company until several months down the road, much closer to the time when the
transaction would close. Please remember that transition-related changes will
not be implemented until after the closing date. Our current scope of focus is
on managing our businesses aggressively, delivering on our commitments, and
assisting with the regulatory process.

I know you have seen and heard a flood of news reports regarding the status of
our efforts to gain regulatory approval of our merger - much of it negative.
Please don't be distracted by this noise, and keep in mind that there are many
companies and individuals with self-serving motives who have become vocal
critics of our agreement. This is an easy position for them to take, and they
may believe it will strengthen their respective negotiating postures and
position themselves for concessions from our combined company. We expected this,
and we will address any and all legitimate concerns directly and effectively. I
am convinced that, after all the facts are reviewed and debated, the compelling
benefits to American consumers will result in approval of our merger.

I will provide you with updates on the status of the merger on a regular basis,
and we will make announcements related to the transition when decisions become
final and it is clear that the timeframe for implementation is near.

Thank you, as always, for everything you do to make this company great.



                                      * * *

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("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 GM. Such documents
are not currently available.

GM 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 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 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 GM,
EchoStar, 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.