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

                            ----------------------

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported):  April 2, 2001

                            DIRECTV BROADBAND, INC.
            (Exact name of registrant as specified in its charter)


                                                        
           Delaware                       333-94271                        77-0467929
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(State or other jurisdiction of    (Commission File Number)    (IRS Employer Identification No.)
        incorporation)



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                           10355 North DeAnza Blvd.
                          Cupertino, California 95014
              (Address of principal executive offices) (Zip Code)

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Registrant's telephone number, including area code:  (408) 863-6600

                            Telocity Delaware, Inc.
         (Former name or former address, if changed since last report)


                   INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     On April 3, 2001, the registrant, formerly known as Telocity Delaware,
Inc., a Delaware corporation (the "Company"), became a wholly owned subsidiary
of Hughes Electronics Corporation, a Delaware corporation ("Hughes"), through
the transactions described below in this Item 1 (collectively, the
"Transaction"). In connection with the Transaction, the Company's name was
changed to DIRECTV Broadband, Inc.

     THE TENDER OFFER.  On February 1, 2001, a Tender Offer Statement on
Schedule TO (as amended on February 9, 2001, February 14, 2001 and April 3,
2001, the "Schedule TO") was filed with the Securities and Exchange Commission
by Hughes and DIRECTV Broadband, Inc., a Delaware corporation and a wholly owned
subsidiary of Hughes ("Purchaser"). The Schedule TO related to the offer by
Purchaser to purchase all outstanding shares of common stock of the Company, par
value $.001 per share (the "Shares"), at a purchase price of $2.15 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated February 1, 2001 (as amended and
supplemented, the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with the Offer to Purchase collectively constituted the
"Offer").

     The Offer expired by its terms at 5:00 p.m., New York City time, on Monday,
April 2, 2001. On April 3, 2001, Hughes announced that the Purchaser had
accepted payment for approximately 77.8 million Shares which were validly
tendered and not properly withdrawn pursuant to the Offer. Such Shares
constituted approximately 94% of the outstanding Shares. An additional
1,369,239 Shares were tendered pursuant to notices of guaranteed delivery.
Pursuant to the terms of the Offer, Purchaser will promptly pay for all Shares
validly tendered in the Offer. Total cash consideration expected to be paid for
such tendered Shares is approximately $177 million. Details with respect to the
sources of this consideration are set forth in Item 7 of the Schedule TO, which
is hereby incorporated by reference in this report. The Offer was made pursuant
to an Agreement and Plan of Merger, dated as of December 21, 2000 (the "Merger
Agreement"), among Hughes, the Company and the Purchaser.

     THE MERGER. On April 3, 2001, pursuant to the terms of the Merger
Agreement, Purchaser was merged with and into the Company (the "Merger"). As a
result of the Merger, the Company, as the surviving corporation in the Merger,
became a wholly owned subsidiary of Hughes. Pursuant to the terms of the Merger,
at the effective time, each Share issued and outstanding immediately prior to
the effective time, other than Shares held in the treasury of the Company or
Shares owned by Hughes, the Purchaser or any of their respective subsidiaries
(the "Remaining Shares") was automatically converted into and exchanged for the
right to receive the same $2.15 per Share in cash as paid in the Offer, subject
to the rights of holders of Remaining Shares to seek appraisal of the fair
market value thereof under Delaware law. Each share of common stock of Purchaser
issued and outstanding immediately prior to the effective time was converted
into one share of common stock of the Company. As a result of the Merger, the
separate corporate existence of Purchaser was terminated. At the effective time,
the name of the surviving corporation was changed to DIRECTV Broadband, Inc.

     Pursuant to Telocity's stock option plans, all outstanding Telocity options
terminated as of the consummation of the Offer.

     As a result of the Offer and the Merger, Hughes now owns beneficially and
of record 100% of the issued and outstanding common stock of the Company.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     1.1  -  Agreement and Plan of Merger dated as of December 21, 2000 by and
             among Hughes Electronics Corporation, DIRECTV Broadband, Inc. and
             Telocity Delaware, Inc. (incorporated by reference to Exhibit 2.1
             to the Current Report on Form 8-K of Telocity filed with the
             Commission on December 28, 2000)

    99.1  -  Press release of Hughes Electronics Corporation dated April 3, 2001
             announcing consummation of the offer and the merger (incorporated
             by reference to Amendment No. 3 to the  Schedule 14d-9 of Telocity
             filed with the Commission on April 3, 2001)



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              DIRECTV Broadband, Inc.

                                  /s/ Scott Martin
Date:  April 4, 2001          By:______________________________________________
                                 Scott Martin
                                 Executive Vice President &
                                 Chief Administrative Officer