8-K

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                       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): May 21,2001


                       ECHOSTAR COMMUNICATIONS CORPORATION
               (Exact name of registrant as specified in charter)


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


       5701 S. SANTA FE DRIVE
         LITTLETON, COLORADO                                  80120
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:       (303) 723-1000


ITEM 5. OTHER EVENTS

EchoStar Communications Corporation ("EchoStar") announced on May 21, 2001 that
it is offering $1 billion aggregate principal amount of Convertible Subordinated
Notes due 2008, in accordance with Securities and Exchange Commission Rule 144A.


                                   SIGNATURES

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


                                       ECHOSTAR COMMUNICATIONS CORPORATION



Dated: May 21, 2001                    By: /s/ David K. Moskowitz
                                           --------------------------
                                               David K. Moskowitz,
                                               Senior Vice President and General
                                               Counsel


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                                 EXHIBITS INDEX

Exhibit           Description
- -------           -----------

99.1              Press Release, dated May 21, 2001, issued by EchoStar
                  announcing $1 billion Rule 144A Offering.

EX-99.1

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                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE
- ---------------------

CONTACT:  Judianne Atencio
          Director of Communications
          EchoStar Communications Corp.
          303/723-2010
          judianne.atencio@echostar.com


                ECHOSTAR COMMUNICATIONS CORPORATION ANNOUNCES $1
                           BILLION RULE 144A OFFERING

LITTLETON, COLO., MONDAY, MAY 21, 2001 - EchoStar Communications Corporation
(NASDAQ: DISH, DISHP) today announced that it is offering $1 billion aggregate
principal amount of Convertible Subordinated Notes due 2008, in accordance with
Securities and Exchange Commission Rule 144A. The net proceeds of the offering
are expected to be used for the construction, launch and insurance of additional
satellites, strategic investments and acquisitions, and other general corporate
purposes. The notes have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration under
such Act or an applicable exemption from registration requirements.


         STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
All statements contained herein, as well as statements made in press releases
and oral statements that may be made by us or by officers, directors or
employees acting on our behalf, that are not statements of historical fact
constitute "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.
Among the factors that could cause our actual results to differ materially are
the following: a total or partial loss of one or more satellites due to
operational failures, space debris or otherwise; delays in the construction of
our seventh, eighth or ninth satellites; an unsuccessful deployment of future
satellites; inability to settle outstanding claims with insurers; a decrease in
sales of digital equipment and related services to international direct-to-home
service providers; a decrease in DISH Network subscriber growth; an increase in
subscriber turnover; an increase in subscriber acquisition costs; an inability
to obtain certain retransmission consents; our inability to retain necessary
authorizations from the FCC; an inability to obtain patent licenses from holders
of intellectual property or redesign our products to avoid patent infringement;
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; the introduction of new
technologies and competitors into the subscription television business; a change
in the regulations governing the subscription television service industry; the
outcome of any litigation in which we may be involved; general business and
economic conditions; and other risk factors described from time to time in our
reports and statements filed with the Securities and Exchange Commission. In
addition to statements that explicitly describe such risks and uncertainties,
readers are urged to consider statements that include the terms "believes,"
"belief," "expects," "plans," "anticipates," "intends" or the like to be
uncertain and forward-looking. All cautionary statements made herein should be
read as being applicable to all forward-looking statements wherever they appear.
In this connection, investors should consider the risks described herein and
should not place undue reliance on any forward-looking statements.

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