8-K

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 21, 2004

ECHOSTAR COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in 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)
Registrant’s telephone number, including area code:	(303) 723-1000

ECHOSTAR DBS CORPORATION

(Exact name of registrant as specified in 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)
Registrant’s telephone number, including area code:	(303) 723-1000

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 21, 2004, EchoStar Communications Corporation (NASDAQ: DISH) announced that its subsidiary, EchoStar DBS Corporation, priced $1 billion aggregate principal amount of 10-year, 6 5/8% senior debt securities. Interest on the notes, which will mature October 1, 2014, will be paid April 1 and October 1 each year, commencing April 1, 2005. The proceeds of the offering are intended to be used to redeem EchoStar DBS Corporation’s 10 3/8% Senior Notes due 2007, previously called for redemption effective October 1, 2004. See Press Release, dated September 21, 2004, “EchoStar Places $1 Billion in Senior Notes” attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

99.1 Press Release “EchoStar Places $1 Billion in Senior Notes” dated September 21, 2004.

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 ECHOSTAR DBS CORPORATION
Dated: September 21, 2004	By:	/s/ David K. Moskowitz
		David K. Moskowitz
		Executive Vice President and General Counsel

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release “EchoStar Places $1 Billion in Senior Notes” dated September 21, 2004.

EX-99.1

Exhibit 99.1

EchoStar Places $1 Billion in Senior Notes

ENGLEWOOD, Colo., Sept. 21, 2004 — EchoStar Communications Corporation (NASDAQ: DISH) today announced that its subsidiary, EchoStar DBS Corporation, has priced $1 billion aggregate principal amount of 10-year, 6 5/8 percent senior debt securities. Interest on the notes, which will mature October 1, 2014, will be paid April 1 and October 1 each year, commencing April 1, 2005. The proceeds of the offering are intended to be used to redeem EchoStar DBS Corporation’s 10 3/8 percent Senior Notes due 2007, previously called for redemption effective Oct. 1, 2004.

The sale of the Notes is expected to close on Oct. 1, 2004, 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 Communications 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

EchoStar Communications Corporation (Nasdaq:DISH) serves more than 10.1 million satellite TV customers through its DISH Network™ 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. EchoStar has been a leader for 24 years in satellite TV equipment sales and support worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and is a Fortune 500 company. Visit EchoStar’s Web site at (www.echostar.com) or call 1-800-333-DISH (3474).

Investor Relations:
Jason Kiser, 303-723-2210
jason.kiser@echostar.com
or
Press Contact:
Steve Caulk, 303-723-2010
steve.caulk@echostar.com