Filed by EchoStar Communications Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                         of the Securities Exchange Act of  1934

                              Subject Companies: Hughes Electronics Corporation,
                                                     General Motors Corporation,
                                         and EchoStar Communications Corporation
                                                   Commission File No. 333-84472
                                                           Date:  April 15, 2002

On the evening of April 12, 2002, a live Charlie Chat television show, a
transcript of which is set forth below, was rebroadcast for the first time.

In connection with the proposed transactions, on March 18, 2002, General Motors
Corporation (GM), HEC Holdings, Inc. (Hughes Holdings) and EchoStar
Communications Corporation (EchoStar) filed preliminary materials with the
Securities and Exchange Commission (SEC), including a Registration Statement of
Hughes Holdings on Form S-4 that contains a consent solicitation
statement/information statement/prospectus. These materials are not yet final
and will be amended. Holders of GM $1-2/3 and GM Class H common stock are urged
to read the definitive versions of these materials, as well as any other
relevant documents filed or that will be filed with the SEC, as they become
available, because these documents contain or will contain important
information. The preliminary materials filed on March 18, 2002, the definitive
versions of these materials and other relevant materials (when they become
available), and any other documents filed by GM, Hughes Electronics Corporation
(Hughes), Hughes Holdings or EchoStar with the SEC may be obtained for free at
the SECs website, www.sec.gov, and GM stockholders will receive information at
an appropriate time on how to obtain transaction-related documents for free from
GM.

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 GMs solicitation of 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 EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the preliminary consent solicitation statement/information statement/prospectus
filed with the SEC on March 18, 2002 and the definitive consent solicitation
statement/information statement/prospectus 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, Hughes Holdings 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.



                              CUSTOMER CHARLIE CHAT
                                  APRIL 8, 2002

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

INTRODUCTION

Male                You have a show?

Male                They just dish it out.

Female              Charlie, Jim and Myona here.

J. DeFranco         Oh,  you're on.  Welcome to the  Charlie  Chat,  what's your
                    question this evening?

C. Ergen            Since you're on, giving things away today.

J. DeFranco         Let's have a sweepstakes.  We've got a caller. Andy, are you
                    out there?

Male                [inaudible] Jimmy? [laughter]

J. DeFranco         No, no, no.

Male                We'll give you a free ...

C. Ergen            That's a little expensive.

J. DeFranco         That's okay, this is Dish Network.

                    We're really proud of the folks that help us in the customer
                    service centers, they really do make our business,  they are
                    in contact with you.

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

Hello, and welcome to the Charlie Chat, our regular opportunity to sit down with
you  one-on-one  and tell you what's new here at Dish  Network.  As always we'll
take your live calls and your emails so let's begin.  Here's  Charlie  Ergen and
Jim DeFranco.

J. DeFranco         Good evening. Welcome to the Charlie Chat. It's good to have
                    you with us this evening, got a good show planned for you, a
                    lot of exciting things.  Charlie,  we're going to talk more.
                    We always get a few questions  about what's  happening  with
                    the  merger.  EchoStar  VII  of  course  we  launched  it on
                    February  21st, a little update  there.  We're going to talk
                    about some  programming  changes  and we're  announcing  the
                    winner of $100,000.  One of our  subscribers won $100,000 in
                    our Club Dish sweepstakes, so we're going to announce that.

C. Ergen            Have we got Ed  McMahon  coming up to  present  the check or
                    what?

J. DeFranco         No, no, no.

C. Ergen            We're just announcing the winner.  Okay,  we'll wait and see
                    how that goes.


--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 1





J. DeFranco         It's an  interesting  story  there.  So tell us a little bit
                    about what's been transpiring since the last chat.

C. Ergen            Well,   the  merger  of  course  is  one  of  things   we're
                    concentrating  on because we think  that's the best thing to
                    really improve our service and our pricing to consumers.  So
                    that's  what  we've  been  focusing  a lot on at least at my
                    level  in the  company.  I guess  the  main  thing  that the
                    merger's going to do is solve a lot of the problems that you
                    guys call about all the time.  First and  foremost  you want
                    your local  channels  and we only do about 40 markets in the
                    United  States out of 210, so we've got 170 markets  that we
                    don't do to date.  The  merger  allows  us to launch a fifth
                    spot beam satellite  along with the two spot beam satellites
                    that DirecTV has so we can do each and every market to bring
                    true competition to cable.


                    It's   interesting,   this  week  that  there's  42  million
                    households  that don't have  access to  local/local  through
                    DBS. With the merger we take care of that.  The FCC came out
                    with a study this week that  showed  that  cable  prices had
                    gone up over two times the rate of  inflation  last year and
                    that  interestingly the rates are 8%, 9% or 10% higher where
                    we don't have local  channels.  In other words, if you're in
                    one of those areas where we don't have local channels,  odds
                    are you're paying 8%, 9%, 10% more for your cable television
                    than people where we bring competition,  so that's certainly
                    an important thing.

                    Secondly,  is broadband.  The second thing you're asking for
                    is people want high speed internet  broadband  that's on all
                    the time.  It's not economical  for us to do that alone.  We
                    need  capacity  and we need  economies  of scale to do that.
                    These  are all the  homes in the red that  don't  have  high
                    speed internet  access,  probably won't for the  foreseeable
                    future. With the merger we're able to build a new generation
                    of satellites that allow us to bring that broadband  service
                    to you at an  economical  rate.  So  those  are  the two big
                    things that we're working for.

                    Of course  we have a lot of other  things.  High  definition
                    television.  We  believe  we can be a major  force  with the
                    merger  in  bringing  high  definition   television  to  all
                    Americans. 70% of the broadcasters have filed for extensions
                    to do  digital  television.  They  weren't  able to meet the
                    government mandated time line. We


--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 2




                    can do that  overnight  through  satellite  and  bring  high
                    definition  television  to  everybody  and of  course  other
                    advanced services like interactivity and video on demand and
                    things like that.

                    So all those things are  possible  with the merger and again
                    we  appreciate  a lot of  folks,  Jim,  who have  called  or
                    written their Congressional  representatives,  whether it be
                    in the State or the House of Representatives  and we're very
                    appreciative of that. Your local officials, all those people
                    are going to look at this  merger,  they need to  understand
                    what your  opinions  are and whether you think it's good for
                    you or not so good for you and we make that easy.

J. DeFranco         Let's show them, I think we actually have a little clip that
                    we can show on this. If they haven't gotten involved yet and
                    they'd like to send a note, here's how you can do that.

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

VIDEO CLIP - ECHOSTAR/DIRECTV MERGER

Approval of the  EchoStar/DirecTV  merger  would allow you to receive your local
broadcast  channels via  satellite  and  subscribe to an  affordable  high speed
internet  access  service.  This would be available to you whether you live in a
town of five  people  or a city of five  million.  You'll  also be able to enjoy
HDTV,  expanded  interactive and other new services.  For your convenience we've
developed a website to offer you information about the merger and illustrate the
specific benefits in your state. The web address is  www.echostarmerger.com.  It
shows the  benefits of the merger on a state by state basis and offers  links to
EchoStar's   merger  related  FCC  filings,   press  releases  and  third  party
supporters.  You can also  send a letter  of  support  to  Congress  and the FCC
directly  from the website and we encourage you to do so. Just click on the take
action button and then click on "write a letter of support."  Your comments will
be automatically forwarded via email or fax. The EchoStarMerger.com  website can
also  be  accessed   through  a  link  at   www.dishnetwork.com.   This  is  the
echoStarMerger.com website to support the merger and the great benefits it would
bring to you.

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

C. Ergen            And  again  you can  write  even if you  don't  support  the
                    merger.  We don't  put  words in your  mouth,  you can write
                    whatever you feel. And again I think the important  thing is
                    that the folks in Washington,  that live in Washington don't
                    always  understand  the issues as they  affect the  everyday
                    American.  They  certainly  don't  get a chance to be out in
                    rural  America  as much as  probably  they would like to and
                    certainly  they  have  different   districts  and  different
                    representatives  that  represent  different  states  and  so
                    forth, but they don't get a

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 3




                    chance  on a day to day  basis to be out there and live with
                    the problems that you do. And so I think it's important that
                    they understand how this merger can help rural America. I've
                    seen  a  lot  of  Senators  and  Congress  people  who  have
                    expressed  concerns  about the merger as it relates to rural
                    America and I think  nothing could be further from the truth
                    in  terms  of  the   benefits   of  this.   We're   the  one
                    telecommunications  company that will offer rural  Americans
                    exactly the same  services at the same price.  It  certainly
                    doesn't  happen in telephone,  certainly  doesn't  happen in
                    cellular  phone,   certainly  doesn't  happen  in  broadcast
                    television today. So I think it's important that you do make
                    your voices known. So that's what's happening on that.

                    We launched  EchoStar  VII. I think it was right before last
                    Chat and that  satellite  is up and going  through its final
                    paces,  the final  testing  and we expect  that  satellite's
                    going to be ...  here's  the launch  and that  satellite  is
                    going to be  operational  right  around the first of May. It
                    again  allows us to do a little bit more than  local,  add a
                    few more  cities  there and allows us to improve the quality
                    of our signal.  We've had some folks say that they'd like to
                    see some improvements in the quality of the signal and we're
                    able to do that with this  satellite.  It provides backup in
                    outer space for us so that if we ever had a problem with the
                    satellite  that we'd have in-orbit  backup so you don't have
                    to worry about  losing your service from Dish Network at any
                    time  because of  technical  issues in outer  space which we
                    don't control,  so a lot of benefits there. And of course we
                    have another satellite  launching  hopefully in June of this
                    year which will again  increase our local  service and bring
                    us some more channels.

J. DeFranco         Charlie,  can we be a little more  specific on what Echo VII
                    does, because you said it goes into service next month, what
                    can our customers out there expect out of that? Will it only
                    affect them in certain areas as far as additional services?

C. Ergen            Everybody  will see  improvements  in their  video  quality.
                    Everybody  will  have  the  advantage  of  in-orbit  backup.
                    Everybody  ... the  power's a little bit greater so we fight
                    through  some of that rain fade,  so it has to rain a little
                    bit harder for you to lose your signal and we will have some
                    capacity for some additional channels.  Again we continue to
                    look at channels.  There isn't a lot that we don't carry out
                    there anymore,  we carry almost everything that's out there,
                    but we look at a few additional  channels.  And then we will
                    have a few additional local cities that we

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 4




                    can  broadcast.  We're looking very  seriously at Alaska and
                    Hawaii,  to bring up Honolulu and Anchorage for example.  We
                    also have the  ability to bring some more local  channels to
                    the core  locations.  So those are all the things that we're
                    looking  at with the  satellite  and  we'll  make the  final
                    decisions as we see exactly how it operates and we have some
                    transition  issues so that you don't lose any services while
                    we're moving the satellites  around.  We really need to have
                    EchoStar  VIII to fully use  EchoStar  VII. It will be later
                    this summer when our next satellite launches.

J. DeFranco         So that's when we'll really see our ability to do some more.

C. Ergen            Well I think people will see immediate impact from Echo VII,
                    but you'll see even more impact later in the summer.

J. DeFranco         Okay. We have a few questions  that came in before the chat.
                    This is from Lori Whitmore and Lori asks,  and actually this
                    relates to the merger, Lori asks if the proposed merger with
                    Dish  Network and  DirecTV  takes  place  (she's  actually a
                    little ahead) but the coming season,  will NFL Sunday Ticket
                    be available on Dish this fall?

C. Ergen            That's a good  question  and I guess  I'd  answer  this way.
                    First of all, DirecTV has exclusive rights to the NFL Season
                    Ticket for this year  only,  so they have one more year left
                    on that  contract.  It was about a seven year  contract,  so
                    they have one year left and if the merger takes place before
                    the season starts, then we would be able to, in our opinion,
                    offer the Season  Ticket.  If the merger  doesn't take place
                    until after the season's over,  then hopefully we'll be able
                    to  negotiate  that Season  Ticket for DirecTV and of course
                    all of our Dish Network customers for next year.  There's no
                    guarantees  that anybody  will have Season  Ticket next year
                    because  nobody has been awarded  that  contract  yet.  It's
                    possible  that  nobody will be awarded  the  contract.  It's
                    possible  that it will be available  to cable and  satellite
                    providers.  It's also  possible it will only be available to
                    cable or just satellite,  so we just don't know yet. But the
                    short answer is when the  merger's  approved  this year,  we
                    think we can offer NFL Season Ticket in some form or fashion
                    to you, our customers, once it's approved if it's before the
                    season's over.

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 5




J. DeFranco         Okay.  Maybe you can ask  generally,  but this is  specific,
                    this is from  Raul  and I know  we've  talked  about  it and
                    that's kind of what you've been  addressing is that with the
                    merger  it does  give us some  additional  capacity,  but he
                    specifically  is asking  about  Puerto  Rico.  He lives down
                    there and wants to know if the merger will help him get more
                    channels or some new offers.

C. Ergen            There is increased  power levels down to Puerto Rico, but we
                    don't have a direct beam on Puerto Rico.  EchoStar  VIII has
                    some  additional   coverage  of  Puerto  Rico,  but  neither
                    satellite's  designed for all of our  programming to come to
                    Puerto Rico.  We do have a spot beam on Puerto Rico for some
                    channels,  but again until the  satellites are up and tested
                    we don't want to talk about that particular  service because
                    we have to test it to be sure we can do it  because  neither
                    satellite was designed  specifically  for Puerto Rico so you
                    don't  really know what the service  level is there,  but we
                    obviously have some service there today, Jim. In Puerto Rico
                    you need a larger dish. We expect that EchoStar VII and VIII
                    will reduce the size of that dish and add some channels, but
                    again it's not core for us.

J. DeFranco         Okay.  This next  one,  this is a little  off of  additional
                    services, but this is pretty interesting.  This is from Bill
                    Baez and Bill says, Dish Network  currently offers customers
                    PVR without a monthly fee and DirecTV has a similar service,
                    but charges  $9.95 a month.  If the merger is approved  will
                    the services come in at a cost or will they be free?  That's
                    very interesting.

C. Ergen            Well,  for those of you who have our PVR we hope to continue
                    that at no cost in terms of the monthly service fee. DirecTV
                    service  is  through  a  company  called  TiVo and a company
                    called  Ultimate TV which is Microsoft  and those  contracts
                    would  continue  and there  would be a service fee for those
                    since  those are  contracts  with third  parties and we just
                    continue  those as they  are.  So you'd  have a choice  as a
                    customer  as to which one of those  services  you'd  want to
                    buy.  Obviously,  we're  very  proud of the fact  that  Dish
                    Network that offers Personal Video Recording features. We're
                    the only people in the  industry  today that offer that free
                    of charge and we save you $10 a month.

J. DeFranco         Charlie, we've got a few more questions, but why don't we go
                    through  some  more of the  content  here?  We've  got  some
                    programming announcements.

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 6




C. Ergen            We've got some pretty big programming.

J. DeFranco         Absolutely,  it's nice to know that our  programming  people
                    have made some  progress  here,  so let's  talk a little bit
                    about that.

C. Ergen            I think the biggest news on programming is that we were able
                    to work a business  transaction  with the Disney Company for
                    ABC Family,  that it's going to continue in America's top 50
                    for a long,  long period of time.  We extended that contract
                    with ABC Family and we're excited about that. ABC has talked
                    a lot about how they're  going to improve  that  service and
                    they've already made some changes there and they've shown us
                    a lot of the  things  they're  going to do in the future and
                    we're very  excited  about that.  That's going to be a great
                    channel and continue to improve.

                    Secondly,  ESPN Classic is back in America's  top 100,  it's
                    going to start  April  17th.  And as you know we had to take
                    that channel down the first of January and it's been off for
                    three months and we're excited about getting that back.  Had
                    a lot of folks call us about  that  channel,  missed  having
                    that channel and again we were able to bring it back.  And I
                    think the best news, Jim, is we're putting that channel back
                    on, there's no additional charge,  we're not having to raise
                    rates to bring back the channel.

                    So we've been able to solidify our relationship with Disney,
                    we had some good  heart to heart  talks and we found that we
                    had a lot in  common.  We had  found  that it was not in our
                    best interest as a company to be feuding,  either one of us,
                    and we're excited about the fact that that  relationship  is
                    back on track.  Any time that we've had a chance to sit down
                    with other company  executives where we had disputes,  which
                    happen from time to time,  we've been able to work them out.
                    And in this  particular  case  Disney was kind enough to sit
                    down with us finally, we talked and we worked through it and
                    it took a few  months to do that and we're  very  pleased to
                    have them back. I think we carry about 12 channels  from the
                    Disney  network.  So between ESPN,  ESPN-2,  ESPN  Classics,
                    Family Channel,  Disney and Cartoon Disney,  ABC - all those
                    channels are from the same programmer.

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 7




J. DeFranco         The couple examples you just gave, Charlie,  are cases where
                    there was some type of activity going on, contractual issues
                    and so on, but obviously the service did stay up, but we had
                    to work through ...

C. Ergen            Other  than ESPN  Classic.  That did come down for the three
                    months.

J. DeFranco         No,  but  what I'm  saying  is that ...  Classic  was  still
                    available in the U.S.  market,  right,  but we had some rate
                    disagreements  and so on and so forth, but from time to time
                    a  programmer  decides  to take  their  service  off the air
                    entirely.

C. Ergen            That's right, we have no control over that.

J. DeFranco         And we actually have one of those announcements as well this
                    evening and that is CNN SI. So CNN Sports  Illustrated  will
                    actually  be  discontinuing  the  service.  Turner  will  be
                    discontinuing  that May  15th,  so  that's a case  where for
                    whatever  reason they felt that it didn't make sense to have
                    that channel in their bouquet of services.

C. Ergen            Right  and I  think  Turner  will  try to  relaunch  another
                    channel  in its place at some  point in time when they maybe
                    have a little better concept that consumers are more excited
                    about, but that one's coming off.

J. DeFranco         Okay,  let's  switch  to  international.  We  had  a  little
                    activity  going  on with  the  Polish  language  services  I
                    believe. Can you tell us a little about that?

C. Ergen            Well,  for the Polish  viewers  we have a channel  called TV
                    Palonia.  Their  contract  is up in April this year.  So far
                    they  have not  renewed  that  contract.  We  don't  control
                    whether  they renew that  contract  or not,  so should  they
                    decide not to renew that contract,  then TV Palonia would be
                    coming down some time this  month.  We  certainly  hope that
                    they renew that channel, but they're certainly not obligated
                    to do so, so we'll have to wait and see. We certainly  offer
                    the same terms and  conditions  that we have in the past. As
                    sometimes  happens in business,  people want to change deals
                    and they may not make sense for  either one or both  parties
                    at some point in time,  but we have offered the same kind of
                    transactions  we've had in the past and  we'll  have to wait
                    and see. We of course added PolSat and we'll  certainly look
                    at other Polish channels if for some reason

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 8




                    TV Palonia decides not to renew that service.

J. DeFranco         Okay  and  I  think  there  has  actually  been  some  press
                    regarding that in some Polish language periodicals and so on
                    and so forth.

C. Ergen            Again we'd like to have them stay on the  service,  we don't
                    control ... they have other contractual  arrangements  maybe
                    with  Poland  that  they  have  that  we're not privy to. Of
                    course it would  mean that  people  have to change out their
                    equipment if they want to continue to receive the channel so
                    it's a real disservice to folks,  but we don't control that.
                    And I think we work  really  hard  here to make sure to keep
                    our prices down and we have a fair deal for you.

J. DeFranco         Charlie, I know there's some folks in the Northeast, in fact
                    we had three emails come in already.  It is baseball season,
                    got some  folks  interested  in  watching  the  Yankees.  It
                    strictly  affects the people up in the New  York/New  Jersey
                    area, a little bit into Pennsylvania,  I think maybe you can
                    talk a little bit about that.

C. Ergen            I'm very  disappointed that we haven't been able to reach an
                    agreement  with the YES  Network  which  carries  about  130
                    Yankee  games this year.  The dark green area there is where
                    they  have the  rights.  We worked  really  hard and the YES
                    Network  folks  worked  really  hard so we had  really  good
                    conversations,  but we just  couldn't  work out an agreement
                    that made any sense.  And we asked only for one thing  which
                    was that our  customers  pay the  same  rate as other  cable
                    companies and pay TV providers.  We just never were given an
                    offer where our effective  rate was the same. In fact it was
                    higher,  so much  higher  that it didn't make a lot of sense
                    for us.

                    The second  thing  that we did,  we said if we can't do that
                    then  we're  willing  to give a channel  to the YES  Network
                    where they can put the channel up and charge customers on an
                    ala  carte  basis so those  folks who want it can get it. We
                    offered to let YES keep 100% of the revenue.  We let YES set
                    the price that they would  charge,  they keep all the money.
                    We would just do it as public service to our customers. That
                    particular  idea,  while  creative,  didn't  make  sense for
                    various  reasons  for the YES Network so they had good valid
                    reasons  why they  didn't  think  that made sense from their
                    business perspective.

--------------------------------------------------------------------------------
ECHOSTAR                                                                  PAGE 9




                    So it left us with a choice of two things really. One was we
                    would  have  had to  raise  our  price  to all the  folks in
                    America by about $1.00 to secure the YES Network and yet 95%
                    of the  people  wouldn't  have  been  able to watch  the YES
                    Network. It would have been blacked out in their area. So we
                    didn't think it was fair to increase  everybody's  price out
                    there by $1.00  just so people in New York  could  watch the
                    Yankees. That wasn't fair. The second choice that we had was
                    to go  ahead  and  capitulate  to the  pricing  that the YES
                    Network offered us and we would have had to raise all of our
                    basic  prices by about $4.00 for the people who lived in New
                    York,  so that means  that if you're  paying  $22,  you'd be
                    paying  $26.  And we're  very proud of the fact that we have
                    the  lowest  prices  on  average  in  this  industry  and to
                    suddenly  have to raise our basic package by almost 10% just
                    for Yankees games when we know that the vast,  vast majority
                    of our  customers  don't  watch the Yankees and we will have
                    access  to  some  other  channels,   it  ultimately   wasn't
                    something  that we could  do.  We  weren't  able to reach an
                    agreement.  We apologize for that,  nobody worked harder.  I
                    think YES network worked really hard to get an agreement.  I
                    think all our folks did,  certainly  the people at  EchoStar
                    and Dish Network did as well.

                    We want to make sure that there are areas  where you can get
                    the YES Network  and while we'd love to have your  business,
                    if you really want the Yankees  we'll put up here maybe on a
                    slate  where there are two big  companies  that have the YES
                    Network.  One is  Time-Warner  Cable,  which is a lot of the
                    folks in the New York  area,  and maybe  put that  slate up.
                    This is their  number.  We'll try to roll this at the end of
                    the show and there are some other small cable companies that
                    have  the  network.  AOL  Time-Warner  or  DirecTV  has  the
                    network.  And  again  you'll  ultimately  be  paying  higher
                    prices, but if you want the Yankees and you think it's worth
                    $30,  $40, $50 a year to you, then they're going to have the
                    service and we're not going to have it, it doesn't look like
                    this year. Our door is always open to continue to negotiate,
                    but it just doesn't look realistic given the stance that YES
                    Network  has and given our  ability  of what's  fair for our
                    customers.

J. DeFranco         Charlie, I was looking at a couple of other emails.

C. Ergen            We do have a lot of Yankees' games.

J. DeFranco         I was going to say,  did you  mention  the games  that we do
                    have even without the

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 10




                    YES Network?

C. Ergen            We'll have all the playoff  games of course and World Series
                    games.  I guess we  already  know  they're  going to win the
                    World Series.

J. DeFranco         Let's  look at the slate real  quick,  we'll show the slates
                    real quick.  Several games, so this is ESPN, CBS, FOX games,
                    and these are the ones  that we will  have  without  the YES
                    Network.

C. Ergen            And there's no additional  charge for these games and sports
                    rights fees are a real tough thing for the sports  teams and
                    for pay television  networks because the rates keep going up
                    as salaries keep going up and at some point  somebody has to
                    make some sense of this.  And we just  couldn't  look you in
                    the eye for the vast  majority of our  customers in New York
                    and say we're  raising your price $4 and you're  paying more
                    than  some  other pay TV  providers  for the  channel  so it
                    didn't make sense to us to ultimately do that.

J. DeFranco         Speaking of regional  sports,  we do have some good news. We
                    have two  services,  Oregon  zip codes 974  though  977 have
                    added Fox  Northwest,  Charlie,  so this covers Oregon State
                    and  University  of Oregon  teams so those folks up in those
                    zip codes will get Fox Northwest. In addition to that ...

C. Ergen            No extra charge?

J. DeFranco         That's  right.  In addition  to that.  Indiana and those zip
                    codes have  added Fox  Midwest so that gives them the Pacers
                    and  again  without  any  additional  cost  to our  existing
                    customers. Let's see what else?

C. Ergen            I don't know, you're the one reading the script.

J. DeFranco         We've got some exciting news. Occasionally, we don't do this
                    all the time, but we have an AT150  Sweepstakes.  So this is
                    for customers who if you already have AT150,  you're already
                    entered into the sweepstakes.

C. Ergen            Automatically.

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 11




J. DeFranco         Automatically  and if you don't have AT150,  you have one of
                    our other services and you'd like to upgrade, then in fact I
                    think we have a little video. Let's just take a look.

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

VIDEO

What's better, a free trip to Vegas or over 150 channels of  entertainment?  How
about both?  Upgrade to America's Top 150 today and be entered to win three days
at the  luxurious  Venetian  Hotel in Vegas,  plus  shows,  a VIP tour of Madame
Trousseau's  Wax Museum,  $500 and there's more.  One thousand lucky winners get
six months of Biography  Magazine  free.  Order  America's  Top 150, call today,
1-800-333-DISH.

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

J. DeFranco         Okay, that's a good deal. So that's a little trip to Vegas.

C. Ergen            When are we going to find out who won the $100,000?

J. DeFranco         That's coming up.

C. Ergen            All right.

J. DeFranco         It's coming up, but we don't want to get ahead of ourselves.
                    So  courtesy  of A&E and  Biography  we've got a give  away.
                    Let's take a look at that, this is kind of nice.

C. Ergen            Charlie Chat Challenge?

J. DeFranco         They don't like us handling the goods anymore. Apparently we
                    saw something we liked then we had a little competition over
                    ... check this out, look at this.  This has a video library,
                    over 100 tapes in all, I saw the Rat Pack there.

C. Ergen            There's not a movie called Rat Pack is there? I know they've
                    been in a lot of movies.

J. DeFranco         Sure, you bet, documentary.

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ECHOSTAR                                                                 PAGE 12




C. Ergen            Oh, it's a documentary.

J. DeFranco         So over 100 videos. What do we want? So the first caller who
                    can tell us the name of the legendary  ... I didn't  realize
                    that the question was about the Rat Pack. The legendary bad,
                    notorious  bad boys  dubbed  the Rat  Pack,  one of the true
                    stories included in the A&E video library collection. So the
                    first  caller  who can  call us and  give us who the  actual
                    members of the Rat Pack were will win.

C. Ergen            Are you  going to give me a hint,  how many ...  we going to
                    give ... there's like four or five.

J. DeFranco         Five.

C. Ergen            Five, okay so get all five of the Rat Pack.

J. DeFranco         I think somebody will get that pretty quick.

C. Ergen            As opposed to the Brat Pack.

J. DeFranco         Who are the Brat Pack?

C. Ergen            Well that's like Emilio Estavez,  Charlie Sheen,  those were
                    those guys, young guys, they were the Brat Pack.

J. DeFranco         I see, younger.

C. Ergen            The younger guys, they were the Brat Pack. The old guys, you
                    know the old guys were the Rat Pack.

J. DeFranco         Okay so let's talk a little bit ...  we're  doing good here,
                    let's take a few more  questions,  Charlie,  these just came
                    in. So this one is from  Curtis  Swanson and Curtis says how
                    will the merger  with  DirecTV  offer  affordable  broadband
                    service to rural areas?

C. Ergen            Well, again you know we've had a StarBand service,  which is
                    a little bit larger dish,  it's  expensive  and DirecTV also
                    has broadband, it's $70 a month and it

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 13




                    costs  you  about  $600  or  $700  for  the   hardware   and
                    installation,  so maybe a little  bit more  than that to get
                    this  service  and we just find that  that's too  expensive.
                    First of all, it's not economical. We actually lose money on
                    that  service,  believe  it  or  not  and  we  find  it  too
                    expensive.  So with the new generation of satellites that at
                    this point Hughes has some under construction,  we'd like to
                    build  some  more,  we  believe we can get that cost down to
                    something  certainly well below $50 a month for a comparable
                    service to what you can get from either the phone company or
                    the cable  companies in the cities,  maybe even cheaper than
                    that for an always on service.  So that's  really what we're
                    trying to do. We know the new satellite technology will spot
                    beam  satellites.  We know we can do that with  economies of
                    scale. We know we need four, five or six uplink centers.  We
                    know we need millions of subscribers. We know we have to get
                    several  million  people to  subscribe  to the  service  and
                    between the two companies we can accomplish that.

                    The problem is that each individual  company can't afford to
                    do that  and  can't  make  the  investment  to do it,  in my
                    opinion.  So what  happens  is  without  the  merger,  rural
                    America,  I don't  know how  you're  going to get  broadband
                    because  you're not going to be able to do it via  satellite
                    in an economic  manner.  So maybe somebody will come up with
                    some other new  technology to do it, but I don't  personally
                    know how you  would do it. So  that's  why we're so  excited
                    about the merger  because we can risk the capital.  You guys
                    already  know this if you've  watched our company for a long
                    period of time,  but every time you send that monthly  check
                    in we're out there investing that in some new technology, or
                    some new  satellite,  or some new service.  We have a pretty
                    good track record of being  successful and doing some pretty
                    good technical challenges,  but it's not easy and there's no
                    guarantees. The financial markets are much more conservative
                    now in terms of lending  money to be able to do that sort of
                    thing and that's  why the merger  allows us to be able to do
                    it.

J. DeFranco         This next  question is from Ben, I hope I don't  butcher his
                    name,  Wolford,  I think it is. He says, I have had the East
                    and West Coast Distant Networks for a number of years,  long
                    before you were able to broadcast local networks. I received
                    a letter today from Dish Network stating that I was going to
                    have to  have  my  Distant  Networks  cut  off and I  should
                    subscribe to my local networks. However, I received a letter
                    a few years ago saying with FCC and SHVA laws that I

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 14




                    was grandfathered  since I had my service back in 1999 which
                    I was. I don't  understand this predicament and can you tell
                    me what's happening there?

C. Ergen            Well, again, the databases change from time to time and it's
                    a very complex thing.  And, yes, you're right,  you probably
                    were  grandfathered  back with the Seller Home  Viewers Act,
                    but as part of our Disney  settlement  we also  settled with
                    Disney some  litigation that some  broadcasters  had brought
                    against us on distant signal issues and we did that. We made
                    some  accommodations  in terms of people  we might  turn off
                    that  we  otherwise  wouldn't  have to  under  the law as it
                    stands today. So it's possible that you're  certainly caught
                    up in that,  but again it probably  means that you live in a
                    city where we're doing local to local and there's not a need
                    for you to have the distant  network  signals  because we do
                    your local signals and that's a business decision that we've
                    made.  Even  though you might  qualify  under the law and so
                    forth,  the database may have changed today from what it was
                    in  October  of 1999 and so we just  can't  verify  that you
                    qualify.

                    I don't know the exact details of your particular situation,
                    but I'll tell you what  we'll  do.  If we've got that  email
                    we'll  contact you and just double  check and make sure that
                    we're doing everything  right.  There are a lot of databases
                    that are out there and it's a very, very confusing situation
                    and all we're  trying to do is make sure that we protect the
                    local  broadcaster,  honor  the SHVA law and also  honor the
                    kind of contracts that we have with programmers.

J. DeFranco         In the case of locals,  Charlie,  where folks aren't allowed
                    to get locals  because  they're  within another DMA, if they
                    can't get it good off their  signal even though the database
                    says they are  supposed  to be able to, they can apply for a
                    waiver. Is there anything that applies as it relates to this
                    or can they apply for a waiver?

C. Ergen            Yes,  they can  apply,  you can  apply  for a waiver in this
                    situation and if your local  broadcast  grants a waiver then
                    we can turn you back on.  Save that email out and we'll take
                    a look at it specifically, but those are the kind of reasons
                    why you might be turned off.

J. DeFranco         Let's take a couple calls. Aaron, are you there?

Aaron               Yes.

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 15




J. DeFranco         Welcome to the Charlie Chat. What can we answer for you this
                    evening?

Aaron               Yeah, I have a question. When they installed my cable at the
                    end of last year they used some of the old cable,  well they
                    used all the old cable that was still in the house from when
                    I  had   regular   ComCast   cable.   And  I  noticed   some
                    pixelization,  I still  notice  it to this  day and the Dish
                    Network ... and I called the 1-800 number, it says that it's
                    supposed to be all new cable,  but the installers  that come
                    out  said it  doesn't  make a  difference,  it will  have no
                    bearing on the reception or clarity and I'm kind of stuck in
                    between here.  What should I do? When I'm watching  football
                    or certain  sports it seems like  there's just like a little
                    bit of a blur, a digital blur sometimes and they've  changed
                    out the units,  it's not that, the only thing left is really
                    the  cable.  That's  what  I'm  asking  you,  does it make a
                    difference old and new, can it be compatible?

C. Ergen            I would say that 99% of the time the  cable  will not make a
                    difference,  it would have to be in terms of pixelization or
                    blurriness.  Typically  if you had bad  cable  or the  cable
                    wasn't  up  to  spec,   you  just   would  lose  the  signal
                    altogether.  It typically  wouldn't be the  pixelization.  I
                    think  what  I'd  like  you  to do is as  we  turn  our  new
                    satellite on we'll use some more bandwidth,  squeeze some of
                    the bandwidth  down to be able to comply with the must carry
                    law for  local to local and in about 30 days or less than 30
                    days,  about three weeks we're able to start opening up some
                    of that bandwidth with EchoStar VII, so I think you're going
                    to see that some of that goes  away.  I guess the  question,
                    did you have this nine  months ago and it just  showed up or
                    have you always had this problem?

Aaron               I've  always  had it and I've also  heard that the space was
                    tied up there in the satellite and when it opens up or a new
                    satellite  launches  then it  might  get  clearer,  but some
                    technical  people in your department might have thought that
                    I needed all new cable.  I've heard that before  though also
                    with the satellite issue, but yes I've had it since day one.

C. Ergen            And how many receivers do you have in your house?

Aaron               I have  three.  I have a PVR and then two  normal  receivers
                    upstairs.

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ECHOSTAR                                                                 PAGE 16




C. Ergen            Is the pixelization on all receivers or just certain ones?

Aaron               It's all of them, yeah it's all of them and it's just mostly
                    when I'm watching the sports,  especially  watching football
                    last year.

C. Ergen            I'm going to guess,  and again we have a  technical  chat on
                    this show four weeks  from now on Monday so that's  going to
                    be a great  time to answer it and Echo VII will be lit up by
                    then and I think you'll see some  improvement,  so you might
                    want to call back.  But my bet would be that you're going to
                    see that problem go away as soon as we turn on EchoStar VII.

J. DeFranco         May 13th is the Tech Forum.

C. Ergen            Okay, so May 13th. I'll tell you what, go until May 13th and
                    then call us back if this problem still persists.

J. DeFranco         The next  question is from John from  Pennsylvania.  This is
                    interesting,  Charlie.  I really  haven't had this  question
                    before.  He says is there  any  chance  of  adding  Canadian
                    channels  such as CBC or TSN to the  international  line up?
                    And also any chance of adding more radio, like ESPN radio?

C. Ergen            As far as the Canadian  channels are  concerned,  we have an
                    agreement  with Canada ... we don't have an  agreement  with
                    Canada for something called  reciprocity  which means we can
                    only sell a certain number of channels into Canada, they can
                    only sell a certain number of channels in the United States.
                    And it's  primarily  Canadian law that  doesn't  allow us to
                    sell a bunch of American  channels into Canada, so therefore
                    the  Untied  States  government  doesn't  allow them to sell
                    channels in the United  States and that's  where the CBC and
                    some  other  Canadian  channels  get  caught  up.  There are
                    negotiations  going on between the trade  representatives of
                    the two  countries  and we're hopeful that over time some of
                    the  restrictions  will  open up and  some  of the  Canadian
                    channels  will  be  offered  here  and  some  more  American
                    channels  will be offered  in  Canada.  But at this point in
                    time  those  trade  negotiations  take years and I would not
                    look for anything to happen for addition  Canadian  channels
                    in the United States for at least a year.

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 17




J. DeFranco         I've  got  two  questions,   Charlie,  that  relate  to  PVR
                    actually.  The first one says thank you for  getting out the
                    search  and  caller  ID  features  in the  new  501.  You've
                    mentioned  that  before  and also  you've  mentioned  a slow
                    motion  feature.  When can we expect that?  I really  wasn't
                    aware of that.  And then Bob asked about the 508 and when it
                    might be  available  and if we have an idea what the pricing
                    would be, Bob Carter.

C. Ergen            As far as slow motion,  I don't think that's going to be ...
                    we don't have any engineers here tonight,  that's a good one
                    for the technical chat on May 13th. I don't think that one's
                    coming  on the  501 in  terms  of slow  motion.  It's a very
                    difficult piece of software to do and we've got other things
                    that we want to do certainly  long before we do that to make
                    the product better.  But I'm glad that people appreciate the
                    fact that for no charge we magically  download that over the
                    satellite  and suddenly a feature  such as  searching  for a
                    John Wayne  movie or  something  suddenly is  available  now
                    without having to pay any more money or trade your unit out.
                    And again we've made some  improvements to the guide. I know
                    we have a seven  day  guide or eight  day  guide now that we
                    didn't have before and we have some other improved  features
                    there. What was the other part of the question?

J. DeFranco         508, another gentleman asked about 508, when we thought we'd
                    have it and the pricing.

C. Ergen            508 is,  for those  folks out there who don't know about it,
                    the unit that's  going to be coming out in the next month or
                    two that has an additional 40 hours of recording,  so it has
                    twice  as  much  recording  capability  as the  501.  That's
                    probably a lot more than  people  need,  but it's about $100
                    more ...  it's a retail  price of about  $100 more than then
                    501 and again  that  probably  won't be out  before the next
                    technical chat on May 13th, so it's probably a good question
                    to ask them and maybe  we'll  have them show that unit then.

J.DeFranco          We've got another caller. Gary, are you there?

Gary                Yes, I am there.

J. DeFranco         Welcome to the Charlie Chat. What can we answer for you this
                    evening?

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 18




Gary                Okay.  Congratulations for adding KCOB Channel 13 in the new
                    LA home of the Los Angeles  Dodgers,  that's the [inaudible]
                    though, but the bad news is we're not getting Fox Sports Net
                    2.

C. Ergen            Well, that's because we don't have a contract for Fox Sports
                    Net 2,  right?  West 2, we don't have Fox Sports  West 2 and
                    again  that's  something  that we  don't  carry  yet.  We've
                    negotiated  for probably two years on that service and again
                    it's another  regional  sport channel where the cost is just
                    so  high  that we  haven't  been  able to put it on.  But we
                    continue to  negotiate  that and I know we're  still  having
                    very good conversations with them, but it's not on yet.

J. DeFranco         And, Charlie,  I think really I know you talked a little bit
                    about the YES Network,  but really what we're doing is we're
                    trying  to make  sure  that the best we can is to  provide a
                    good value to our  customers  and then like as an example in
                    that case ...

C. Ergen            We can make  everybody  happy as far as the  programming  is
                    concerned and put just anything and pay whatever people want
                    us to pay for it.  The  problem is none of you would like us
                    very much  because  your bill would be $99 a month and you'd
                    only be  watching  certain  channels  on there so  there's a
                    balance  there that you have to ... a line you have to walk.
                    And what's  happening  with  sports is people  have  started
                    taking the teams and just started  putting  them  separately
                    and if we have to raise the price,  while people in New York
                    may not care if we raise  the  price $1 to get the  Yankees,
                    people in Denver aren't going to like that and the people in
                    New York  aren't  going to like it very much when we have to
                    raise the price  another  $1 to get the  Chicago  team,  and
                    another $1 to get the Los Angeles team,  and another  dollar
                    to  get  some  other  teams.  So  ultimately  the  price  of
                    television  just  becomes too much and we're not the biggest
                    company in the world so we don't have a lot of control  over
                    that  process.  So what we do is we look at it and listen to
                    what our  customers  have to say and try to strike a balance
                    in terms of keeping our rates the lowest in the industry and
                    yet still have the critical mass and programming and I think
                    we've been able to do that with very, very minor exceptions.
                    We  are  disappointed  we  don't  have  YES  Network  and we
                    couldn't  structure  a deal and I think we are  disappointed
                    that we haven't  been able to structure  something  with Fox
                    Sports 2 West and  certainly  our  door is open,  our  phone
                    lines are open if we ever can negotiate something there.

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 19




J. DeFranco         Charlie,  we have a winner. Bill Theraby from West Virginia.
                    He knew the Rat Pack  group and that is of  course  Old Blue
                    Eyes, Frank Sinatra,  Dean Martin,  Sammy Davis,  Jr., Peter
                    Lawford and Joey Bishop.

C. Ergen            So Joey  Bishop  would  have been the one I would have had a
                    hard time ... I forgot about Joey. There you go.

J. DeFranco         Congratulations  and speaking of winners let's talk a little
                    bit about Club Dish.

C. Ergen            I want to know about the $100,000.

J. DeFranco         That's right, we've got ...

C. Ergen            You're going to make me wait til 7:59?

J. DeFranco         No, no, we're going to do that, it's coming up. So we have a
                    great Club Dish  referral  program of course,  but let's not
                    delay,  let's get Greg and Sharon  Chamberlain  from Claire,
                    Michigan. Greg, are you there?

C. Ergen            No, he's not there.

J. DeFranco         Okay. Greg's actually on the road, so he's calling in from a
                    mobile phone.  Hopefully we can get him. A funny story here,
                    he didn't believe it. Greg, are you there?

Greg                Yes, I am.

J. DeFranco         Welcome to the Charlie Chat.

Greg                How you doing?

J. DeFranco         What do you  think?  You feel a little  like ...  you feel a
                    little better about that $100,000 now? You didn't believe us
                    at first, did you?

C. Ergen            Greg won the $100,000?

--------------------------------------------------------------------------------
ECHOSTAR                                                                 PAGE 20







Greg                I've been walking  around for two days not sure ... not sure
                    or not,  but yeah,  I'd like to jump up and down and  scream
                    out the  window,  but I  promised  my wife,  Sharon,  that I
                    wouldn't embarrass her on national TV.

C. Ergen            How did he win this $100,000?

J. DeFranco         Well, we had a sweepstakes and tell us about it. Who did you
                    refer, Greg, a friend, a relative or what?

Greg                It's  a  friend  of  ours,  the  Bennetts,  they  had a 25th
                    anniversary  and we thought  it would be a pretty  good gift
                    for  them to have the Dish  Network  because  we enjoy it so
                    well.  So we bought it for them for their  25th  anniversary
                    and I really had no idea we was  entering a contest and this
                    has really been a great surprise.

J. DeFranco         There you go.  All  right,  so he  actually  ... so Greg and
                    Sharon were existing customers,  as a part of Club Dish they
                    got some  certificates in the mail and they actually gave it
                    to a friend.

C. Ergen            You could refer a customer and have the customer pay, but in
                    your  case you can  certainly  give it as a gift,  that also
                    works.

J. DeFranco         All right, that's an exciting thing.

C. Ergen            And as a result anybody who gave a referral ...

J. DeFranco         Was in the  sweepstakes,  both  sides  were,  the person who
                    referred and the referee,  the referrer and the referee were
                    both put in the  sweepstakes  and Greg and  Sharon I have to
                    tell you again ... tell us what  happened,  Greg, our people
                    tried to call you and you  hung up on  them.  Right?  That's
                    what they told me, they said you hung up on them.

Greg                Yeah, my wife,  she was talking to ... I don't remember who,
                    somebody  else,  and you're always  getting calls and people
                    trying to sell you things.  She just wasn't sure  whether to
                    take the call or not. She said she'd pass the message on and
                    didn't  ...  Saturday  morning,  I had been  gone for  three
                    weeks,  running across the



--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 21




                    country, and Saturday morning at 9:30 the UPS guy's standing
                    on my front door with a package,  an envelope.  I said, "Oh,
                    my gosh,  what is this?" And I sat it down  because I wasn't
                    sure  whether or not to open it up and I opened it up and it
                    had Dish  Network in it, we didn't  know what to do. We were
                    just kind of stunned.

J. DeFranco         Well, do you believe it now?

Greg                Oh, yes, I do.

J. DeFranco         Are you  going  to take  your  anniversary  friends  out for
                    dinner because of this? You know there you were, I mean this
                    a great story.

Greg                Oh,  yes, it has really been great for us. I'll tell you the
                    last few days we've been on pins and  needles and now we can
                    jump up and down and holler.

J. DeFranco         All right, well congratulations.

C. Ergen            How does this work? Does he get like $1,000 for a 100 years?

J. DeFranco         No, actually he gets all the money.

C. Ergen            He gets all the money at one  time?  Because  those  lottery
                    deals  always well,  you win, you win like $10 million,  but
                    they give you like $1 for the next 10 million years.

J. DeFranco         I'm  pretty  sure.  I mean  the  next  time  we do it  we'll
                    probably do it that way, but I'm pretty sure he gets all the
                    money. He's going to have to put a little away for taxes I'm
                    sure. Greg, again, congratulations.  Give our best to Sharon
                    and thank you very much for  supporting us and spreading the
                    good word about the Dish Network.

Greg                Well, thank you and you do have a good network. We were with
                    a  different  satellite  system  and we came  over to  yours
                    because of your  programming and how good your system is. We
                    haven't  had any  problems  with it and that's why we bought
                    that as a gift for our  friends  and we're in the process of
                    trying to set



--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 22




                    up one for our  daughter  and  hopefully we can do that with
                    them.

C. Ergen            Good and that will save you $60 on your bill the first year.
                    So it will go from a $60 savings, to $100,000 savings on the
                    first customers, to $60 on the second, but money's money. In
                    fact I think it brings up the benefits of Club Dish in terms
                    of referring and a lot of folks call and say gee, how can we
                    upgrade  our  receiver  and get a new  service or we want to
                    upgrade our  programming and there's a way to do it which is
                    referring customers.

J. DeFranco         We're  going to talk  about  that,  but  let's  let Greg go.
                    Again,  thanks a lot,  Greg, I  appreciate  your support and
                    give our best to Sharon.  Greg is actually an  over-the-road
                    truck  driver,  that's  why he was gone for three  weeks and
                    that's why he was calling on his cell  phone.  So I've got a
                    feeling he might just spend a little more time at home now.

C. Ergen            He probably  drives for a company.  For  $100,000 he can buy
                    the Peterbilt deal, that's about what they cost.

J. DeFranco         Actually, Charlie, you were alluding to that. If he sets one
                    up for his daughter or any of our  customers out there refer
                    a  customer  or if you're  kind like Greg and you want to go
                    ahead and give it to one of your  family  members,  here are
                    some of the benefits you get out of Club Dish.  Let's take a
                    look.

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

VIDEO

Male                But more than just any club,  it's Club  Dish.  What's in it
                    for you?  Each time a friend  is  referred  to Dish  Network
                    you'll  save  $60 off  programming  for  you.  Have  lots of
                    friends?  You don't have a bill. Okay, okay,  here's how you
                    get into Club Dish.  Call this network,  ask for a Club Dish
                    enrollment  packet.  Your friends  start signing up for Dish
                    Network,  you start saving,  but that's just the start.  Get
                    more free  stuff,  even a priority  customer  service  phone
                    number.  Call,  give, get. Any questions,  call and get into
                    Club Dish [inaudible].

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

J. DeFranco         Okay, so let's take some calls if anybody ...

C. Ergen            This is what comes in the mail I guess.


--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 23





J. DeFranco         That's a new one.

C. Ergen            Open it up, so there it is and open it up. It's a card,  you
                    get a card, you've got to have a membership card, that's ...

J. DeFranco         On top of that,  Charlie,  you get a lot of  other  benefits
                    too.

C. Ergen            I know that.

J. DeFranco         You get, like you said, $5 a month credit for 12 months.

C. Ergen            There's  a  certificate  that  makes  it  easy  to  do  your
                    referral.

J. DeFranco         So you can give this to your friends,  it actually shows the
                    programming.

C. Ergen            And you get ... you actually get two of these and I think of
                    course  the main  thing  that  people  like is they get $5 a
                    month for a year for each  referral  so that  would be $60 a
                    year.

J. DeFranco         Annual subscription and Dish Flicks. Right?

C. Ergen            Which this is Dish Flicks, this costs about ... I think this
                    is about $3 a month.

J. DeFranco         That's  got all the  movies,  it's a $23 value for the year.
                    Then you get one free Dish Mover,  Charlie, so if you happen
                    to move  over  the  course  of the  year  we  have a  moving
                    program,  but you get this one for free. A priority customer
                    service number,  800 number. And of course you mentioned the
                    membership card and in addition to that, a one-time award of
                    five coupons for free Pay-Per-View.

C. Ergen            Pay-Per-View,  when you watch the movie  channel  during the
                    year put it in and we'll give you an  automatic  credit when
                    you watch a movie.

J. DeFranco         Put that in with your bill.


--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 24





C. Ergen            And here's the Dish Flicks  which if you like movies this is
                    all the movies that we have,  it's  hundreds and hundreds of
                    movies each month from Dish Flicks.  So people who join Club
                    Dish and send some referrals  it's a great  benefit.  It's a
                    great benefit to us, it helps us keep our price down. It's a
                    great  benefit  to you  and  it's  a  great  benefit  to the
                    customer you refer.

J. DeFranco         And you know  that is truly  the best way that you can build
                    your  business is to take care of your  existing  customers,
                    then they want to tell other  folks about it, and they still
                    want to tell them so that's  why we take care of you.  We've
                    got  Michelle  calling,  let's  see  if we  can  answer  her
                    question. Michelle, are you there?

Michelle            Yeah, I'm here.

J. DeFranco         Welcome to the Charlie Chat. What can we answer for you?

Michelle            Thank you.  First,  Dish is great,  we just got it maybe two
                    months ago, great picture, we really love it. Question about
                    the Club  Dish.  The  certificates,  when do you have to ...
                    what do you do with them? I guess is what I'm asking.

J. DeFranco         Let's go through the process a little  bit.  Good  question,
                    Michelle.

C. Ergen            You're going to get these two certificates and ...

J. DeFranco         You  actually  just  write  your name right here in the spot
                    where it says a special  gift for ...  you put their name in
                    and from you.  And then this has all the  information  about
                    our service and the offer that we make to the person  you're
                    referring  and they  have an  opportunity  to get a  special
                    offer so it's a little bit better  than what we would  offer
                    to  someone  who just  sees one of our ads and  calls in. So
                    actually  it's about a $50 extra  value so  they're  getting
                    something  extra out of the fact that you  referred  them so
                    you  can  feel  comfortable  that  you're  doing  them  good
                    justice.  Of course obviously you're happy with the service,
                    that's the most important  thing.  And then they will,  when
                    they call in, we'll ask for the number,  there's a number if
                    you notice on the bottom of the certificate, a certification
                    authorization   number  and  that  number   that's  on  this
                    certificate  is tied to you. So when they activate you don't
                    have to be on the


--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 25





                    phone with them or anything like that. When they activate we
                    ask for the  number.  There's a special  phone  number  they
                    call, by the way, and our customer  service  agents are very
                    familiar  with the Club Dish program and then they take that
                    number down.  They take care of the customer of course,  set
                    up their free  installation for them, talk about the options
                    we have as far as  programming  and the way they can sign up
                    for the Dish  Network  service and then once that's done and
                    they sign up then you are entered  into Club Dish and you'll
                    get a  package  in the mail  that has the five  Pay-Per-View
                    coupons.  We'll  register  you,  you'll start to see your $5
                    credit each month on your bill.

C. Ergen            And  there's a little  tear off tag for the very bottom here
                    for your number that you keep for your  records just in case
                    for some  reason you don't get your $5  credit,  then we can
                    track  it down  through  customer  service.  How do they get
                    their certificates in the first place?

J. DeFranco         Well,  what we've  done,  we have  mailed  some of these out
                    randomly to some of our customers,  but if you're interested
                    and you're  watching and you'd like to  participate  you can
                    call our 800  number,  1-800-323-DISH  and tell them  you're
                    interested. Obviously you're an existing customer and you're
                    interested in participating in Club Dish and you'd like some
                    referral coupons and they'll send you a package.

C. Ergen            If you really talk about Dish  Network and refer  people you
                    could  really  watch TV for  free,  you can  watch  all your
                    channels for free every year.  All you've got to do is refer
                    some folks to us.

J. DeFranco         And speaking,  Charlie, of loyal customers,  we have a story
                    here that's kind of a human  interest  story that's really a
                    neat deal. Let's take a look at that.

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

VIDEO

Announcer           Make no bones  about it,  this  family is full of happy Dish
                    Network customers. Dan and Diane King are in fact one of our
                    longest running Dish Network customers.

Dan                 It  would  have  been in 1996,  it was  early on in the Dish
                    Network kickoff.

Announcer           Dan and Diane have  literally  watched our  company  grow up
                    right  before  their  eyes,  from our first  launches to the
                    first  Charlie Chat,  to remember  this?  Dish Man [repeated
                    several times].



--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 26




                    Yes, Dish Man. Dan and Diane are  technical  kind of people,
                    they build and fix  computers for a living and they say that
                    one of the things that has kept them with Dish Network since
                    the  beginning  is the fact that  we've  always  been on the
                    cutting edge of technology.

Dan                 I guess I'm a technical  person at heart anyway and I always
                    liked the  latest and  greatest  and have been  involved  in
                    EchoStar products and the three major dish areas back in the
                    old days  when you had to do a lot of your own  setup and so
                    forth.  And it was just very  convenient,  it was nice to be
                    able to go to the small size dish and  actually  have higher
                    picture quality than you got off a 10 foot dish.

Announcer           They also say our  product has stood up to the test of time.
                    Dan  says  the  only  problem   they've  had  with  Dish  is
                    surprisingly the big scratch on his big screen TV.

Dan                 We have a couple of yellow  Labs  that are  hunters  and the
                    picture  quality  was good enough that one of them went on a
                    retrieval  into  the TV  screen  to try  to get a  bird.  So
                    they're  dumbfounded  when they see an animal run across the
                    screen and disappear off the other side.

Announcer           Well,  Dan,  we've  always  told you our  picture is crystal
                    clear. Now the Kings love their dish so much that Dan always
                    takes the dogs and the dish on those hunting trips.

Dan                 Just couldn't be without it.

Diane               He's cranky if he doesn't have his satellite TV.

Dan                 It's very handy to be up hunting and know from watching, for
                    instance, the Weather Channel what the weather's going to do
                    the next day and we're watching  crystal clear television at
                    11,000 feet, 40 miles from pavement.

Announcer           The Kings say they will always be a part of the Dish Network
                    family.  And,  oh, by the way,  you guys,  watch the Charlie
                    Chats too.

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

J. DeFranco         Okay,  that's an interesting  story.  Dog jumped into the TV
                    set.

C. Ergen            That's a first.

J. DeFranco         That's a pretty realistic picture.  Okay, Charlie, we've got
                    another  give away.  This is  actually  from our  friends at
                    Tribune,   so  these  are  the  folks  that   publish   Dish
                    Entertainment  Magazine  and  this  is  pretty  unbelievable
                    actually.

C. Ergen            Let's do it.

J. DeFranco         Hold  it  up,  we've  got an  annual  subscription  to  Dish
                    Entertainment  Magazine,  but  also  a 400  watt  Kos  Dolby
                    Digital home theater  surround with multi format DVD player.
                    So this will  really,  really make your  satellite  TV sound
                    great, if you don't have your ...



--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 27




C. Ergen            Plus you have DVD there too.

J. DeFranco         And  DVD,  yeah,  so if you  don't  have  it  going  through
                    surround  sound now you won't  believe the  difference  this
                    makes with Dolby digital.  So the question is who was on the
                    cover, is that this one?

C. Ergen            I don't know. Ask the question.

J. DeFranco         Who  was  on  the  cover  of  last  month's  issue  of  Dish
                    Entertainment  Magazine? I don't know if that's this month's
                    or last month's.

C. Ergen            This is April.

J. DeFranco         Okay and then that's the number on the screen.

C. Ergen            Is this for April or ...  the  question  is for  April?  Oh,
                    February.

J. DeFranco         March.

C. Ergen            February.

J. DeFranco         So we can show this one.

C. Ergen            This is Larry  King and  Larry  King  would not be the right
                    answer.

J. DeFranco         So it's March.

C. Ergen            So it  would  be  whoever  was on the  March  cover  of Dish
                    Entertainment Magazine. I should say that Dish Entertainment
                    Magazine is  different,  it shows all the  channels  that we
                    have. And it's how much a year? I don't know how much it is,
                    $42?

J. DeFranco         It's $39.99 for a full year or $3.95 a month.

C. Ergen            And this shows all the  channels  as opposed to Dish  Flicks
                    which shows just the movies.



--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 28




J. DeFranco         Okay, so we'll see,  we'll see. Why don't we take a few more
                    questions,  Charlie,  and we'll see if somebody can win that
                    great prize.  That's a pretty darn nice thing here.  So this
                    is from Cy  Gervais,  I believe.  He says if the merger with
                    DirecTV  is  approved  what  equipment  will we  need,  Dish
                    Network  equipment  or DirecTV  equipment?  Also, I think we
                    might have  answered  this a little bit,  also what personal
                    video recorders can we expect after the merger?

C. Ergen            In terms of  equipment we both use  incompatible  systems so
                    two different standards. We use an impact DVB standard, they
                    use a DSS standard and we haven't made the final decision as
                    to which  products  we would  replace.  But the odds are you
                    won't have to replace your equipment.  But if you do have to
                    replace your  equipment  then to receive all the things that
                    you still  receive  today will cost you ...  we'll do it for
                    free, so we'll upgrade you  absolutely  for free in terms of
                    equipment  so there's  nothing to worry  about  there and in
                    fact you may get some newer equipment.

                    In  terms  of PVR  we'll  continue  certainly  with  our own
                    technology  since we don't  have to  charge  for it. We also
                    plan to continue  with the  contracts  that DirecTV has with
                    the  Ultimate TV folks and the TiVo  folks.  And again those
                    folks charge a monthly fee, they have some software features
                    and  things  that we don't  have on our  products  that make
                    their systems  unique and maybe they'll change their pricing
                    or whatever,  but we'll continue those contacts that we have
                    with  DirecTV.  So  you'll  probably  have  at  least  three
                    different kinds of PVR devices with the merger.

J. DeFranco         You know,  Charlie,  as you mentioned  earlier next month we
                    will have Tech Forum,  that's May 13th,  let's actually give
                    our folks a little taste of that.

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

TECH FORUM VIDEO


Tech Forum,  the show that  answers  all of your  technical  questions.  Tune in
Monday,  May 13th and get the  latest  on high  definition  TV,  personal  video
recording,  interactive  TV and so much more.  Call in or email with all of your
technical  questions.  Tech  Forum,  helping  you get the most out of your  Dish
Network service.

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



--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 29




C. Ergen            That's with Mark and Dave.

J. DeFranco         Is that what it is? Tech Forum with Mark and Dave?

C. Ergen            That's right and we don't let our  engineers  out in public,
                    but we will let them be on TV to answer questions.  A lot of
                    times we get technical questions,  a lot of questions we get
                    here are  technical  questions  and we sometimes get stumped
                    occasionally.  But you'll never stump our engineers  because
                    they've  designed  the system  from the ground  floor up and
                    additionally  it's a great  opportunity for them to hear the
                    kind of things that ... the  products  you'd like to have in
                    the future. And again I think that just like the customer we
                    had on tape there I mean I think at Dish Network a lot of us
                    are  hobbyists   that  just  want  to  try  to  improve  the
                    technology  and  make it  better,  and  better,  and  better
                    because we love the technology with satellite, we do. And we
                    try to  compete  with  ourselves  really  in terms of making
                    products  that are easy for you to use and  inexpensive  and
                    that kind of advance the  technology and the PVR is just one
                    example of that, high definition television is another.

J. DeFranco         Okay. Charlie, let's take just this one last question. There
                    has been some  advertising  recently and Frank wants to know
                    are we considering  offering satellite radio subscription as
                    part of our Dish Network package? And obviously we have some
                    radio channels.  I think he's probably referring to what ...
                    he has seen some ads probably recently.

C. Ergen            There's  two  satellite  radio  providers,  one is called XM
                    Radio and one is called  Serious Radio and we're  evaluating
                    both those  products  now and both of them are around $10 or
                    $12 a month for about 60-100 channels,  radio channels.  And
                    again  we'd have to have some kind of  business  arrangement
                    with them to offer that. The product is typically  installed
                    in your  car so  there's  some  cost for the  equipment  and
                    installation and so forth and so on. So we're evaluating the
                    product  today and we hope to make a  decision.  Some of the
                    services are  relatively  new,  working  through some of the
                    kinks and bugs in the services and it sounds pretty good and
                    if we have an  announcement  there,  we'll certainly let you
                    guys know. It is a logical kind of thing for us to do.


--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 30




J. DeFranco         Okay, Charlie, we have a winner of the great surround sound,
                    DVD and a year of Dish  Entertainment  Magazine,  a guy from
                    Houston,   Texas.  The  answer  was  Jennifer  Anniston.  So
                    Jennifer   Anniston  was  on  last  month's  cover  of  Dish
                    Entertainment  Magazine.  Okay, we're getting a little short
                    on time. Any closing comments, Charlie?

C. Ergen            We appreciate everybody's business and we're looking forward
                    to lighting up EchoStar VII,  improving our service a little
                    bit  and  hopefully  having  some  more  local  cities.  And
                    hopefully your technical  questions that we couldn't  answer
                    tonight  you'll get  answered on the next chat and we'll see
                    you then ... we'll see you the one after that I guess.

J. DeFranco         That's right. Thank you for joining us and we appreciate all
                    your support.


--------------------------------------------------------------------------------
ECHOSTAR                                                                PAGE 31