Mail Stop 0407

      							November 21, 2005
Via U.S. Mail and Fax (303-723-2299)
Mr. David J. Rayner
Chief Financial Officer
EchoStar DBS Corporation
9601 South Meridian Boulevard
Englewood, CO  80112

	RE:	EchoStar DBS Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005

		Form 10-Q for the quarterly period ended September 30,
2005

      File No. 333-31929

Dear Mr. Rayner:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 2. Revenue Recognition, page F-15

1. Please tell us the terms of your agreement with SBC.  Also tell
us
how the revenues from the co-branded subscribers and related
direct
costs are recognized.

2. Please tell us why it is appropriate to defer the revenue and
related costs from equipment sales to SBC and recognize it over
the
estimated average co-branded subscriber life.  Also, tell us how
the
estimated average co-branded subscriber life was determined.

3. Please tell us why SBC is paying development and implementation
fees.  Also, tell us why it is appropriate to defer revenue from
these fees and recognize it over the estimated co-branded
subscriber
activations during the life of the contract.

Note 4. Capital Lease Obligation, Mortgages and Other Notes
Payable,
page F-26

4. Please tell us how you concluded that your capacity service
contracts with SES Americom for AMC-15 and AMC-16 are leases and
not
service contracts.  Also, tell us how you determined that these
contracts are capital leases under FAS 13.  Include in your
response
references to the appropriate accounting literature.

Note 10. Segment Reporting, page F-49

5. Please comply with paragraph 25 of SFAS No. 131 and disclose
total
assets by segment.

Form 10-Q for the Fiscal Quarter ended September 30, 2005

General

6. Please comply with all of the applicable comments above.

Note 3. Reversal of Deferred Tax Asset Valuation Allowance, page 7

7. Please tell us in more detail the specific factors you
considered
in determining that it is more likely than not that your deferred
tax
assets will become realizable in future years.

 Note 13. Financial Information for Subsidiary Guarantors, page 19

8. You disclose that the "stand alone entity EchoStar DBS
Corporation
has no independent assets or operations."  Based on the EchoStar
DBS
Corporation parent company only consolidating balance sheet as of
June 30, 2005, it appears that the parent company had independent
assets.  Please advise.



* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please file your response letter via EDGAR.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Bob Carroll, Staff Accountant, at (202) 551-
3362 or Dean Suehiro, Senior Staff Accountant, at (202) 551-3384
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,



								Larry Spirgel
								Assistant Director
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Mr. David J. Rayner, Chief Financial Officer
Echostar DBS Corporation
November 21, 2005
Page 3



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

         DIVISION OF
CORPORATION FINANCE