SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAW JACK A

(Last)

(First)

(Middle)

C/O HUGHES ELECTRONICS CORPORATION

2250 EAST IMPERIAL HIGHWAY

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUGHES ELECTRONICS CORP [ HS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2003		A⁽¹⁾		53,531	A	⁽²⁾	53,531	D
Common Stock	12/22/2003		A⁽¹⁾		6,895	A	⁽²⁾	6,895	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$11.8034	12/22/2003		A⁽¹⁾		83,106		12/22/2003	05/02/2006	Common Stock	83,106	⁽³⁾	83,106	D
Stock Option (right to buy)	$11.8034	12/22/2003		A⁽¹⁾		51,942		12/22/2003	05/02/2006	Common Stock	51,942	⁽³⁾	51,942	D
Stock Option (right to buy)	$10.3867	12/22/2003		A⁽¹⁾		854,454		12/22/2003	04/08/2007	Common Stock	854,454	⁽³⁾	854,454	D
Stock Option (right to buy)	$10.4334	12/22/2003		A⁽¹⁾		135,048		12/22/2003	05/02/2007	Common Stock	135,048	⁽³⁾	135,048	D
Stock Option (right to buy)	$18.2634	12/22/2003		A⁽¹⁾		102,000		12/22/2003	05/02/2008	Common Stock	102,000	⁽³⁾	102,000	D
Stock Option (right to buy)	$15.69	12/22/2003		A⁽¹⁾		123,000		12/22/2003	02/27/2009	Common Stock	123,000	⁽³⁾	123,000	D
Stock Option (right to buy)	$41.0634	12/22/2003		A⁽¹⁾		126,000		12/22/2003	02/26/2010	Common Stock	126,000	⁽³⁾	126,000	D
Stock Option (right to buy)	$34.0134	12/22/2003		A⁽¹⁾		900,000		12/22/2003	06/02/2010	Common Stock	900,000	⁽³⁾	900,000	D
Stock Option (right to buy)	$27.37	12/22/2003		A⁽¹⁾		140,000		12/22/2003	02/02/2011	Common Stock	140,000	⁽³⁾	140,000	D
Stock Option (right to buy)	$20.45	12/22/2003		A⁽¹⁾		190,000		⁽⁵⁾	06/23/2011	Common Stock	190,000	⁽³⁾	190,000	D
Equivalent Shares	⁽⁴⁾	12/22/2003		A⁽¹⁾		16,429		⁽⁴⁾	⁽⁴⁾	Common Stock	16,429	⁽⁴⁾	16,429	I	FN⁽⁴⁾

Explanation of Responses:

1. Hughes Electronics Corporation, General Motors Corporation and The News Corporation Limited completed transactions pursuant to which Hughes was split-off from GM and a wholly owned subsidiary of News Corp. merged with and into Hughes.

2. To the extent that the Reporting Person beneficially owned, at the time of the split-off, shares of Class H Common Stock of GM, the Reporting Person received a distribution of shares of Common Stock of Hughes on a one-share-for-one-share basis in exchange for, and in redemption of, such shares of Class H Common Stock of GM beneficially owned and, in the merger, each share of Common Stock of Hughes was automatically converted into, among other things, a fraction of such share, as specified in the merger agreement.

3. To the extent that the Reporting Person beneficially owned, at the time of the split-off, derivative securities with the Class H Common Stock of GM as the underlying security, such derivative securities were automatically exchanged for or converted into derivative securities with the Common Stock of Hughes as the underlying security and, in the merger, derivative securities with the Common Stock of Hughes as the underlying security, were automatically converted into an equal number of derivative securities with the Common Stock of Hughes (as the surviving corporation) as the underlying security.

4. To the extent that the Reporting Person beneficially owned, at the time of the split-off, "equivalent shares" of Class H Common Stock of GM under the Hughes Salaried Employees Excess Benefit Plan, the Reporting Person may be deemed to have received a distribution of equivalent shares of Common Stock of Hughes on a one-share-for-one-share basis in exchange for, and in redemption of, such equivalent shares of Class H Common Stock of GM beneficially owned and, in the merger, each equivalent share of Common Stock of Hughes may be deemed to be automatically converted into, a fraction of such equivalent share, as specified in the merger agreement. Equivalent shares are payable in cash following the Reporting Person's ceasing to be an employee of Hughes.

5. Exercisable with respect to 126,666 shares on 12/22/03 and with respect to an additional 63,334 share on 6/22/2004.

	Jan L. Williamson/Attorney-in-fact	12/22/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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