EXHIBIT 4.19

                       ECHOSTAR COMMUNICATIONS CORPORATION

                            CERTIFICATE OF WITHDRAWAL
                                 WITHDRAWING THE
          SERIES A, SERIES B, AND SERIES C PREFERRED STOCK DESIGNATIONS

           PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES

     I, David K. Moskowitz, the Senior Vice President, General Counsel and
Secretary of EchoStar Communications Corporation, a corporation organized and
existing under the laws of the State of Nevada (the "Corporation"), do hereby
certify that no shares of Series A, Series B, or Series C Preferred Stock are
outstanding and that pursuant to the authority conferred upon the Board of
Directors of the Corporation by its Amended and Restated Articles of
Incorporation and Section 78.1955 of the Nevada Revised Statutes, the
Corporation's Board of Directors, on December 12, 2001, adopted the following
resolution authorizing the withdrawal of the Corporation's previously filed
certificates of designation establishing Series A, Series B, and Series C
Preferred Stock:

     "RESOLVED, that pursuant to the authority vested in the Board of Directors
     of the Corporation by the Amended and Restated Articles of Incorporation,
     the Board of Directors does hereby authorize the filing of a Certificate of
     Withdrawal with the Nevada Secretary of State's office ("Secretary")
     withdrawing the following Certificates of Designation previously filed with
     the Secretary relating to the Corporation's Series A, Series B, and Series
     C stock:

     1.   Series A Certificate of Designation filed June 20, 1995;

     2.   Series B Certificate of Designation filed October 1, 1997, as amended
          in the Certificate of Correction filed October 16, 1997; and

     3.   Series C Certificate of Designation filed October 30, 1997."

     IN WITNESS WHEREOF, EchoStar Communications Corporation has caused this
Certificate of Withdrawal to be signed by David K. Moskowitz, its Senior Vice
President, General Counsel and Secretary, this 17th day of January, 2002.

                                      /s/ David K. Moskowitz
                                      ------------------------------------------
                                      David K. Moskowitz
                                      Senior Vice President, General Counsel and
                                      Secretary