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ECHOSTAR DBS CORPORATION

9601 South Meridian Boulevard

Englewood, Colorado 80112

RESPONSE TO SEC LETTER OF November 21, 2005

December 16, 2005

Via EDGAR and FedEx

Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0404

    Re:

    EchoStar DBS Corporation (“EDBS” or the “Company”)

    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. Spirgel:

     We are supplying the following responses to the comments contained in your letter dated
November 21, 2005, regarding the above-referenced documents. Our responses are numbered in
accordance with the numbered comments in your letter.

9601 South Meridian Blvd., Englewood, CO 80112 Tel: 303.723.1000 Fax: 303.723.1299

Mr. Larry Spirgel

United States Securities and Exchange Commission

Page 2 of 10

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.

Under our three year agreement with SBC dated July 20, 2003 (revised substantially beginning
October 2005 as disclosed in our Form 10-Q for the quarter ended September 30, 2005), we were
obligated to provide to SBC co-branded subscribers all features, functionality, content, services
and equipment that we generally make available to our other DBS service subscribers. The revenue
related to this commercial agreement was generated under a unique pricing model with SBC being our
customer.

The agreement was comprised of the following principal deliverables:

    •

    Development and implementation fee — [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SEC]. The amount paid was essentially a set-up fee.

    •

    Sale of customer premise equipment — We sold customer premise equipment at a per unit
fixed contractual rate to SBC.

    •

    Programming services and related systems/technical customer support — We provided our
programming services to SBC co-branded subscribers at a fixed contractual per subscriber
monthly rate.

In reaching our accounting conclusions, we considered the guidance in Emerging Issues Task Force
(“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”) and
Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin 104 (“SAB 104”).

9601 South Meridian Blvd., Englewood, CO 80112 Tel: 303.723.1000 Fax: 303.723.1299

Mr. Larry Spirgel

United States Securities and Exchange Commission

Page 3 of 10

Specifically, our agreement with SBC constituted a multiple element arrangement under EITF 00-21.
Because the undelivered element, the commercial programming services, lacks objective and reliable
evidence of fair value, EITF 00-21 requires that all elements of the agreement should be accounted
for as a single unit of accounting. We were unable to discern objective and reliable evidence of
fair value for the undelivered element as this arrangement was the first of its kind for our
business and we were, and still are, uncertain whether additional commercial programming sales
arrangements will be arranged and if so, whether similar prices would be extended. (Further, we do
not believe that we have objective and reliable evidence of the fair value of the delivered
elements to this contract for similar reasons.)

As EITF 00-21 does not address when the criteria for revenue recognition are met or provide
guidance on the appropriate revenue recognition convention for a given unit of accounting, we
considered the guidance in SAB 104.

Because we are required to account for all deliverables under this arrangement as a single unit of
accounting, SAB 104 requires that the sum of all fees be recognized in a reasonable and systematic
approach as such revenues are earned. Accordingly, as discussed in our 2004 Annual Report on Form
10-K in Management’s Discussion and Analysis of key metrics and other items, we recognize revenue
associated with the development and implementation fees, the customer premise equipment sales, and
monthly programming rate over the estimated co-branded subscriber life (which is the longer of the
contractual life or estimated customer life). Such method results in consistent revenue per
subscriber for this commercial arrangement, which we believe is an appropriate systematic and
rationale manner.

As a result, of the deferral required by EITF 00-21 as a single unit of accounting, we deferred the
related costs from the customer premise equipment component also over the estimated average
co-branded subscriber life.

We also provided optional installation services and certain other services at SBC’s request at
rates that we determined to be at least fair value. SBC was not [CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SEC] or otherwise obligated to purchase any of
these services. Accordingly, we recognized revenue for these optional services when the criteria in
SAB 104 were met.

    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.

For the reasons above, we were required to defer the revenue and related costs from equipment sales
under EITF 00-21 and SAB 104.

9601 South Meridian Blvd., Englewood, CO 80112 Tel: 303.723.1000 Fax: 303.723.1299

Mr. Larry Spirgel

United States Securities and Exchange Commission

Page 4 of 10

Estimated Average SBC Co-Branded Subscriber Life -

Upon launch of the SBC co-branded DBS service at the end of February of 2004, we had no experience
on which to base an estimate of the expected life for an SBC co-branded subscriber. However, we
believed that our historical customer life provided our best evidence of what we might expect from
the SBC arrangement. [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SEC]

With the passage of time, information became available about the churn habits of the SBC
co-branded subscribers. Beginning in January of 2005, the estimated life for SBC co-branded
subscribers was [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SEC] in accordance with Accounting Principles Board Opinion No. 20: Accounting Changes which
states “accounting estimates change as new events occur, as more experience is acquired, or as
additional information is obtained.” We adjusted the estimated subscriber life considering the
co-branded subscriber churn for the arrangement since its inception. After our consideration, we
believed that the final three months of 2004 reflected stabilization of the SBC co-branded
subscriber program and thus was the best estimate available for an SBC co-branded subscriber life
and adjusted the estimated subscriber life accordingly.

Accounting Principles Board No. 28: Interim Financial Reporting (“APB 28”) states in part that “the
effect of a change in an accounting estimate...should be accounted for in the period in which the
change in estimate is made.” The estimated life was changed in first quarter of 2005 based on the
churn data from the last three months of 2004. In addition, the interim reporting rules of APB 28
require the effect on earnings of a change in estimate to be reported in the current and subsequent
interim periods, if material in relation to any period presented. The pretax earnings impact of
the change in estimated co-branded subscriber life [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SEC] was not material to any period presented for the
consolidated results of EDBS, thus no additional disclosure was included as a result of this change
in estimate.

    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.

Please see our response to Question 1 above as we believe that response is responsive to this
question.

9601 South Meridian Blvd., Englewood, CO 80112 Tel: 303.723.1000 Fax: 303.723.1299

Mr. Larry Spirgel

United States Securities and Exchange Commission

Page 5 of 10

     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.

During March 2003 and February 2004, we entered into satellite agreements with SES Americom (the
“Agreements”) for 100% of the use of SES’s AMC-15 and AMC-16 satellites. Further, with respect to
our agreement for the AMC-15 satellite, we also have the right to use the satellite at a specified
SES orbital location. [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SEC] Therefore, the AMC-15 agreement contains two elements, the stated or explicit lease of
the satellite asset, and the right to use the orbital location.

In reaching our accounting conclusions for both Agreements, we considered the guidance in EITF
Issue No. 01-8: Determining When an Arrangement Contains a Lease (“EITF 01-8”) and Statement of
Financial Accounting Standards No. 13: Accounting for Leases (“SFAS No. 13”).

In accordance with the definition of a lease in both paragraph 1 of SFAS No. 13 and paragraph 12 of
EITF 01-8, the Agreements convey the right to use specific equipment for a stated period of time.
Further, we have the ability and rights to operate the satellites in a manner we determine, while
obtaining or controlling more than a minor amount of the output or utility of the satellite.
[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC] As such,
AMC-15 represents an embedded lease to the arrangement and AMC-16 simply meets SFAS No. 13’s
definition of a lease.

As it related to AMC-15, paragraph 9 of EITF 01-8, says that intangible assets (such as orbital
locations) are not depreciable assets, and cannot be the subject of a lease. Further, an FCC
license does not meet the definition of property, plant and equipment as contemplated by SFAS No.
13. Paragraph 15 of EITF 01-8 says that if an arrangement contains a lease and related executory
costs, as well as other non-lease elements, the classification, recognition, measurement and
disclosure requirements of SFAS No. 13 shall be applied by both the purchaser and the supplier to
the lease element of the arrangement. Other elements of the arrangement not within the scope of
SFAS No. 13 shall be accounted for in accordance with other applicable generally accepted
accounting principles. Accordingly, we have accounted for an embedded lease of the satellite under
SFAS No. 13 and a service contract for use of the orbital location.

9601 South Meridian Blvd., Englewood, CO 80112 Tel: 303.723.1000 Fax: 303.723.1299

Mr. Larry Spirgel

United States Securities and Exchange Commission

Page 6 of 10

As required by paragraph 15 of EITF 01-8, we estimated the fair value of the orbital location, at
the inception of the arrangement, in order to separate the amounts allocable to the satellite and
orbital location based upon each asset’s relative fair value.

While the authoritative guidance for service contracts is limited we considered the FASB’s 1978
Invitation to Comment, Accounting for Certain Service Transactions (the greater part of which was a
draft AICPA Statement of Position) and FASB Technical Bulletin 90-1, Accounting for Separately
Priced Extended Warranty and Product Maintenance Contracts, and concluded that because the use of
the orbital slot is proportionate over the term of the arrangement, the allocated fair value of
such component of the arrangement should be recognized in earnings on a straight line basis.

With regard to the satellite lease components for AMC-15 and the lease of AMC-16, we examined each
of the four criteria from paragraph 7 of SFAS No. 13 individually and concluded that the leases
should be classified as capital leases under paragraph 7(d).

In reaching such conclusion, we considered the following:

    •

    Executory costs — We excluded that portion of the lease payments representing
executory costs, including profit thereon.

    •

    Incremental borrowing rate — As our incremental borrowing rates were less than our
estimate of SES’ implicit rates for the Agreements, we used EDBS’ incremental borrowing
rates in calculating the present value of the minimum lease payments.

Based upon the above, the present values of the minimum lease payments attributable to the
satellites exceeded 90% of the estimated fair value of the satellites. Accordingly, we classified
the portion of the Agreements attributable to the lease of each satellite as capital leases.

     Note 10. Segment Reporting, page F-49

    5.

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

The chief operating decision maker for EDBS and for EchoStar Communications Corporation (“ECC”),
EDBS’ parent company, does not consider total assets by operating segment in deciding how to
allocate resources or in assessing performance. As such, information for total assets by operating
segment is not available and preparation of such information for external reporting only would be
impracticable. As discussed in the Summary to Statement of Financial Accounting Standards No. 131:
Disclosures about Segments of an Enterprise and Related Information, “this Statement does not
require an enterprise to report information that is not prepared for internal use if reporting it
would be impracticable.” As such, the Company does not believe the disclosure of total assets by
segment is required.

9601 South Meridian Blvd., Englewood, CO 80112 Tel: 303.723.1000 Fax: 303.723.1299

Mr. Larry Spirgel

United States Securities and Exchange Commission

Page 7 of 10

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

     General

    6.

    Please comply with all of the applicable comments above.

The Company does not believe that the comments above should require an amendment to the previously
filed Form 10-Q for EDBS.

     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.

For federal income tax purposes, EDBS is included in the consolidated income tax return of ECC, its
parent company. (EDBS represents over 95% of the operations of ECC.) ECC and EDBS are both SEC
Registrants, ECC as an equity registrant and EDBS as a debt registrant. Tax sharing agreements
between EDBS and ECC provide for EDBS to account for income taxes under the separate return method.
The Company weighed all of the following specific factors in determining the realizability of
EDBS’s deferred tax asset and the related decision to reverse the valuation in the second quarter
of 2005:

    •

    Historical earnings — The Company has been monitoring 12 quarters of rolling pretax
income for EDBS and for ECC. Second quarter of 2005 was the first reporting period that
12 quarters rolling pretax income was positive for ECC (absent a one time $134 million
insurance settlement received in the first quarter of 2005). EDBS, however, has had 12
quarters rolling pretax income since the fourth quarter of 2003. Management be