UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2006

ECHOSTAR COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA (State or other jurisdiction of incorporation)		0-26176 (Commission File Number)		88-0336997 (IRS Employer Identification No.)

9601 S. MERIDIAN BLVD. ENGLEWOOD, COLORADO (Address of principal executive offices)		80112 (Zip Code)

(303) 723-1100

(Registrant’s telephone number, including area code)

ECHOSTAR DBS CORPORATION

(Exact name of registrant as specified in its charter)

COLORADO (State or other jurisdiction of incorporation)		333-31929 (Commission File Number)		84-1328967 (IRS Employer Identification No.)

9601 S. MERIDIAN BLVD. ENGLEWOOD, COLORADO (Address of principal executive offices)		80112 (Zip Code)

(303) 723-1100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events

     On September 29, 2006, EchoStar Communications Corporation (NASDAQ: “DISH”) announced that its wholly-owned subsidiary, EchoStar DBS Corporation, priced $500 million aggregate principal amount of seven-year, 7% senior notes. Interest on the notes, which will mature on October 1, 2013, will be paid on October 1 and April 1 of each year, commencing on April 1, 2007. The net proceeds of the offering are intended to be used to replace cash on hand that will be used to redeem outstanding Floating Rate Senior Notes due 2008 on October 1, 2006 pursuant to the previously announced redemption of such notes.

     See Press Release, dated September 29, 2006, “EchoStar Places $500 million in Senior Notes” attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit 99.1 Press Release “EchoStar Places $500 million in Senior Notes” dated September 29, 2006

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1		Press Release “EchoStar Places $500 million in Senior Notes” dated September 29, 2006

Exhibit 99.1

EchoStar Places $500 Million in Senior Notes

ENGLEWOOD, Colo.—(BUSINESS WIRE)—Sept. 29, 2006—EchoStar Communications Corporation (NASDAQ:DISH) today announced that its subsidiary, EchoStar DBS Corporation, has priced an offering of $500 million aggregate principal amount of senior debt securities. The debt securities will be issued as 7% Senior Notes due 2013. The net proceeds of the offering are intended to be used to replace cash on hand that will be used to redeem outstanding Floating Rate Senior Notes due 2008 on October 1, 2006 pursuant to the previously announced redemption of such notes.

The sale of the Notes is expected to close on October 18, 2006, subject to customary conditions.

EchoStar DBS Corporation placed the Notes in a private transaction under Rule 144A under the Securities Act. The Notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Except for historical information contained herein, the matters set forth in this press release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in EchoStar Communication Corporation’s Disclosure Regarding Forward-Looking Statements included in its recent filings with the Securities and Exchange Commission, including its annual report on Form 10-K and its most recent quarterly report on Form 10-Q. The forward-looking statements speak only as of the date made, and EchoStar Communications Corporation expressly disclaims any obligation to update these forward-looking statements.

About EchoStar Communications
EchoStar Communications Corporation (NASDAQ: DISH) serves more than 12.46 million satellite TV customers through its DISH NetworkÔ, and is a leading U.S. provider of advanced digital television services. DISH Network’s services include hundreds of video and audio channels, Interactive TV, HDTV, sports and international programming, together with professional installation and 24-hour customer service.

Contact:

Jason Kiser (Investor Relations), 303-723-2210, jason.kiser@echostar.com

Kathie Gonzalez (Media Relations), 720-514-5351, press@echostar.com