UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 
 (Amendment No. 2)
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO  .
 Commission file number: 333-31929
 EchoStar DBS Corporation
  Colorado
    
    84-1328967(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)9601 South Meridian Boulevard 
Englewood, Colorado
    
    80112(Address of principal executive offices)
    
    (Zip Code)
    o þ
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  Large Accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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  The Registrant meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing this Annual report on Form 10-K with the reduced
disclosure format.
 DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
 
  financial reporting disclosure




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Item 9A. CONTROLS AND PROCEDURES
 
 financial reporting disclosure
  Managements Report on Internal Control Over Financial Reporting
   (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect our transactions and dispositions of our assets;(ii)
    
    provide reasonable assurance that our transactions are recorded as necessary to permit
preparation of our financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and our directors; and(iii)
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect on our
financial statements.
    
 1




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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 
  
 
 Exhibits
 Exhibit No.
    
    Description3.1(a)*
    
    Articles of Incorporation of EDBS (incorporated by reference to Exhibit 3.4(a) to
the Companys Registration Statement on Form S-4, Registration No. 333-31929).3.1(b)*
    
    Certificate of Amendment of the Articles of Incorporation of EchoStar DBS
Corporation, dated as of August 25, 2003 (incorporated by reference to Exhibit
3.1(b) to the Annual Report on Form 10-K of EDBS for the year ended December 31,
2003, Commission File No. 333-31929).3.1(c)*
    
    Bylaws of EDBS (incorporated by reference to Exhibit 3.4(b) to the Companys
Registration Statement on Form S-4, Registration No. 333-31929).4.1*
    
    Indenture, relating to EDBS 5 3/4% Senior Notes due 2008, dated as of October 2,
2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended September 30, 2003, Commission File
No. 0-26176).4.2*
    
    Indenture, relating to EDBS 6 3/8% Senior Notes due 2011, dated as of October 2,
2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended September 30, 2003, Commission File
No. 0-26176).4.3*
    
    First Supplemental Indenture, relating to the 5 3/4% Senior Notes Due 2008, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.13 to the Annual Report on Form
10-K of DNC for the year ended December 31, 2003, Commission File
No. 0-26176).4.4*
    
    First Supplemental Indenture, relating to the 6 3/8% Senior Notes Due 2011, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.14 to the Annual Report on Form
10-K of DNC for the year ended December 31, 2003, Commission File
No. 0-26176).
 2




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Exhibit No.
    
    Description4.5*
    
    Indenture, relating to the 6 5/8% Senior Notes Due 2014, dated October 1, 2004
between EDBS and U.S. Bank Trust National Association, as Trustee (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K of DNC
filed October 1, 2004, Commission File No. 0-26176).4.6*
    
    Indenture, relating to the 7 1/8% Senior Notes Due 2016, dated as of February 2,
2006 between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of
DNC filed February 3, 2006, Commission File No. 0-26176).4.7*
    
    Indenture, relating to the 7% Senior Notes Due 2013, dated as of October 18, 2006
between EDBS and U.S. Bank Trust National Association, as Trustee (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K of DNC
filed October 18, 2006, Commission File No. 0-26176).10.1*
    
    Form of Satellite Launch Insurance Declarations (incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1 of Dish Ltd.,
Registration No. 33-81234).10.2*
    
    DNC 1995 Stock Incentive Plan (incorporated by reference to Exhibit
10.16 to the Registration Statement on Form S-1 of DNC, Registration No. 33-91276).**10.3*
    
    Amended and Restated DNC 1999 Stock Incentive Plan (incorporated by
reference to Appendix A to DNCs Definitive Proxy Statement on Schedule
14A dated August 24, 2005).**10.4*
    
    2002 Class B CEO Stock Option Plan (incorporated by reference to Appendix A to
DNCs Definitive Proxy Statement on Schedule 14A dated April 9, 2002).**10.5*
    
    License and OEM Manufacturing Agreement, dated July 1, 2002, between EchoStar
Satellite Corporation, EchoStar Technologies Corporation and Thomson multimedia,
Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q of DNC for the quarter ended September 30, 2002, Commission File
No. 0-26176).10.6*
    
    Amendment No. 19 to License and OEM Manufacturing Agreement, dated July 1, 2002,
between EchoStar Satellite Corporation, EchoStar Technologies Corporation and
Thomson multimedia, Inc. (incorporated by reference to Exhibit 10.57 to the
Annual Report on Form 10-K of DNC for the year ended December 31, 2002,
Commission File No. 0-26176).10.7*
    
    Satellite Service Agreement, dated as of March 21, 2003, between SES Americom,
Inc., EchoStar Satellite Corporation and DISH Network (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on Form 10-Q of DNC for the
quarter ended March 31, 2003, Commission File No. 0-26176).10.8*
    
    Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES
Americom Inc. and DNC (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of DNC for the quarter ended September 30,
2003, Commission File No. 0-26176).10.9*
    
    Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc.
and DNC (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended September 30, 2003,
Commission File No. 0-26176).10.10*
    
    Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc.
and DNC (incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended March 31, 2004,
Commission File No. 0-26176).
 3




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##### 



Exhibit No.
    
    Description10.11*
    
    Amendment No. 1 to Satellite Service Agreement, dated March 10, 2004, between SES
Americom, Inc. and DNC (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of DNC for the quarter ended March 31,
2004, Commission File No. 0-26176).10.12*
    
    Amendment No. 3 to Satellite Service Agreement, dated February 19, 2004, between
SES Americom, Inc. and DNC (incorporated by reference to Exhibit 10.3 to
the Quarterly Report on Form 10-Q of DNC for the quarter ended March 31,
2004, Commission File No. 0-26176).10.13*
    
    Whole RF Channel Service Agreement, dated February 4, 2004, between Telesat
Canada and DNC (incorporated by reference to Exhibit 10.4 to the
Quarterly Report on Form 10-Q of DNC for the quarter ended March 31,
2004, Commission File No. 0-26176).10.14*
    
    Letter Amendment to Whole RF Channel Service Agreement, dated March 25, 2004,
between Telesat Canada and DNC (incorporated by reference to Exhibit
10.5 to the Quarterly Report on Form 10-Q of DNC for the quarter ended
March 31, 2004, Commission File No. 0-26176).10.15*
    
    Amendment No. 2 to Satellite Service Agreement, dated April 30, 2004, between SES
Americom, Inc. and DNC (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of DNC for the quarter ended June 30,
2004, Commission File No. 0-26176).10.16*
    
    Second Amendment to Whole RF Channel Service Agreement, dated May 5, 2004,
between Telesat Canada and DNC (incorporated by reference to Exhibit
10.2 to the Quarterly Report on Form 10-Q of DNC for the quarter ended
June 30, 2004, Commission File No. 0-26176).10.17*
    
    Third Amendment to Whole RF Channel Service Agreement, dated October 12, 2004,
between Telesat Canada and DNC (incorporated by reference to Exhibit
10.22 to the Annual Report on Form 10-K of DNC for the year ended
December 31, 2004, Commission File No. 0-26176).10.18*
    
    Amendment No. 4 to Satellite Service Agreement, dated October 21, 2004, between
SES Americom, Inc. and DNC (incorporated by reference to Exhibit 10.23
to the Annual Report on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.19*
    
    Amendment No. 3 to Satellite Service Agreement, dated November 19, 2004 between
SES Americom, Inc. and DNC (incorporated by reference to Exhibit 10.24
to the Annual Report on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.20*
    
    Amendment No. 5 to Satellite Service Agreement, dated November 19, 2004, between
SES Americom, Inc. and DNC (incorporated by reference to Exhibit 10.25
to the Annual Report on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.21*
    
    Amendment No. 6 to Satellite Service Agreement, dated December 20, 2004, between
SES Americom, Inc. and DNC (incorporated by reference to Exhibit 10.26
to the Annual Report on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.22*
    
    Description of the 2005 Long-Term Incentive Plan dated January 26, 2005
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of DNC for the quarter ended March 31, 2005, Commission File No. 0-26176).**10.23*
    
    Description of the 2005 Cash Incentive Plan dated January 22, 2005 (incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of DNC
for the quarter ended March 31, 2005, Commission File No. 0-26176).**
 4




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Exhibit No.
    
    Description10.24*
    
    Settlement Agreement and Release effective February 25, 2005 between EchoStar
Satellite L.L.C., EchoStar DBS Corporation and the insurance carriers for the
EchoStar IV satellite (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended March 31, 2005,
Commission File No. 0-26176).10.25*
    
    Amendment No. 4 to Satellite Service Agreement, dated April 6, 2005, between SES
Americom, Inc. and DNC (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of DNC for the quarter ended June 30,
2005, Commission File No. 0-26176).10.26*
    
    Amendment No. 5 to Satellite Service Agreement, dated June 20, 2005, between SES
Americom, Inc. and DNC (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of DNC for the quarter ended June 30,
2005, Commission File No. 0-26176).10.27*
    
    Incentive Stock Option Agreement (Form A) (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of DNC filed July 7, 2005,
Commission File No. 0-26176).**10.28*
    
    Incentive Stock Option Agreement (Form B) (incorporated by reference to Exhibit
99.2 to the Current Report on Form 8-K of DNC filed July 7, 2005,
Commission File No. 0-26176).**10.29*
    
    Restricted Stock Unit Agreement (Form A) (incorporated by reference to Exhibit
99.3 to the Current Report on Form 8-K of DNC filed July 7, 2005,
Commission File No. 0-26176).**10.30*
    
    Restricted Stock Unit Agreement (Form B) (incorporated by reference to Exhibit
99.4 to the Current Report on Form 8-K of DNC filed July 7, 2005,
Commission File No. 0-26176).**10.31*
    
    Incentive Stock Option Agreement (1999 Long-Term Incentive Plan) (incorporated by
reference to Exhibit 99.5 to the Current Report on Form 8-K of DNC filed
July 7, 2005, Commission File No. 0-26176).**10.32*
    
    Nonqualifying Stock Option Agreement (2005 Long-Term Incentive Plan (incorporated
by reference to Exhibit 99.7 to the Current Report on Form 8-K of DNC
filed July 7, 2005, Commission File No. 0-26176).**10.33*
    
    Restricted Stock Unit Agreement (2005 Long-Term Incentive Plan) (incorporated by
reference to Exhibit 99.8 to the Current Report on Form 8-K of DNC filed
July 7, 2005, Commission File No. 0-26176).**10.34*
    
    Description of the 2006 Cash Incentive Plan (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q of DNC for the quarter ended
March 31, 2006, Commission File No. 0-26176).23.1*
    
    Consent of KPMG LLP, Independent
Registered Public Accounting Firm (incorporated by reference to
Exhibit 23.1 to the Amendment No. 1 on Form 10-K/A to the Annual
Report on Form 10-K of EDBS for the year ended December 31, 2007,
Commission File No. 333-31929).

31.1●
    
    Section 302 Certification by Chairman and Chief Executive Officer.31.2●
    
    Section 302 Certification by Executive Vice President and Chief Financial Officer.32.1●
    
    Section 906 Certification by Chairman and Chief Executive Officer.32.2●
    
    Section 906 Certification by Executive Vice President and Chief Financial Officer.
 
 
 ●
    
    Filed herewith.*
    
    Incorporated by reference.**
    
    Constitutes a management contract or compensatory plan or arrangement. 5




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SIGNATURES
  ECHOSTAR DBS CORPORATIONBy:
    /s/ Bernard L. HanBernard L. HanExecutive Vice President and Chief Financial Officer 
 
 6




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EXHIBIT INDEX
 Exhibit No.
    
    Description3.1(a)*
    
    Articles of Incorporation of EDBS (incorporated by reference to
Exhibit 3.4(a) to the Companys Registration Statement on Form
S-4, Registration No. 333-31929).3.1(b)*
    
    Certificate of Amendment of the Articles of Incorporation of
EchoStar DBS Corporation, dated as of August 25, 2003
(incorporated by reference to Exhibit 3.1(b) to the Annual Report
on Form 10-K of EDBS for the year ended December 31, 2003,
Commission File No. 333-31929).3.1(c)*
    
    Bylaws of EDBS (incorporated by reference to Exhibit 3.4(b) to
the Companys Registration Statement on Form S-4, Registration
No. 333-31929).4.1*
    
    Indenture, relating to EDBS 5 3/4% Senior Notes due 2008, dated
as of October 2, 2003, between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.1
to the Quarterly Report on Form 10-Q of DNC for the
quarter ended September 30, 2003, Commission File No. 0-26176).4.2*
    
    Indenture, relating to EDBS 6 3/8% Senior Notes due 2011, dated
as of October 2, 2003, between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.2
to the Quarterly Report on Form 10-Q of DNC for the
quarter ended September 30, 2003, Commission File No. 0-26176).4.3*
    
    First Supplemental Indenture, relating to the 5 3/4% Senior Notes
Due 2008, dated as of December 31, 2003 between EDBS and U.S.
Bank Trust National Association, as Trustee (incorporated by
reference to Exhibit 4.13 to the Annual Report on Form 10-K of
DNC for the year ended December 31, 2003, Commission
File No. 0-26176).4.4*
    
    First Supplemental Indenture, relating to the 6 3/8% Senior Notes
Due 2011, dated as of December 31, 2003 between EDBS and U.S.
Bank Trust National Association, as Trustee (incorporated by
reference to Exhibit 4.14 to the Annual Report on Form 10-K of
DNC for the year ended December 31, 2003, Commission
File No. 0-26176).4.5*
    
    Indenture, relating to the 6 5/8% Senior Notes Due 2014, dated
October 1, 2004 between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.1
to the Current Report on Form 8-K of DNC filed October
1, 2004, Commission File No. 0-26176).4.6*
    
    Indenture, relating to the 7 1/8% Senior Notes Due 2016, dated as
of February 2, 2006 between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.1
to the Current Report on Form 8-K of DNC filed February
3, 2006, Commission File No. 0-26176).4.7*
    
    Indenture, relating to the 7% Senior Notes Due 2013, dated as of
October 18, 2006 between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.1
to the Current Report on Form 8-K of DNC filed October
18, 2006, Commission File No. 0-26176).10.1*
    
    Form of Satellite Launch Insurance Declarations (incorporated by
reference to Exhibit 10.10 to the Registration Statement on Form
S-1 of Dish Ltd., Registration No. 33-81234).10.2*
    
    DNC 1995 Stock Incentive Plan (incorporated by reference
to Exhibit 10.16 to the Registration Statement on Form S-1 of
DNC, Registration No. 33-91276).**10.3*
    
    Amended and Restated DNC 1999 Stock Incentive Plan
(incorporated by reference to Appendix A to DNCs
Definitive Proxy Statement on Schedule 14A dated August 24,
2005).**10.4*
    
    2002 Class B CEO Stock Option Plan (incorporated by reference to
Appendix A to DNCs Definitive Proxy Statement on
Schedule 14A dated April 9, 2002).**10.5*
    
    License and OEM Manufacturing Agreement, dated July 1, 2002,
between EchoStar Satellite Corporation, EchoStar Technologies
Corporation and Thomson multimedia, Inc. (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended September 30, 2002, Commission
File No. 0-26176).10.6*
    
    Amendment No. 19 to License and OEM Manufacturing Agreement,
dated July 1, 2002, between EchoStar Satellite Corporation,
EchoStar Technologies Corporation and Thomson multimedia, Inc.
(incorporated by reference to Exhibit 10.57 to the Annual Report
on Form 10-K of DNC for the year ended December 31,
2002, Commission File No. 0-26176).10.7*
    
    Satellite Service Agreement, dated as of March 21, 2003, between
SES Americom, Inc., EchoStar Satellite Corporation and DNC (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of DNC for the quarter
ended March 31, 2003, Commission File No. 0-26176).10.8*
    
    Amendment No. 1 to Satellite Service Agreement dated March 31,
2003 between SES Americom Inc. and DNC (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended September 30, 2003, Commission
File No. 0-26176).10.9*
    
    Satellite Service Agreement dated as of August 13, 2003 between
SES Americom Inc. and DNC (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q of DNC
for the quarter ended September 30, 2003, Commission File
No. 0-26176).10.10*
    
    Satellite Service Agreement, dated February 19, 2004, between SES
Americom, Inc. and DNC (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q of DNC
for the quarter ended March 31, 2004, Commission File
No. 0-26176).




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Exhibit No.
    
    Description10.11*
    
    Amendment No. 1 to Satellite Service Agreement, dated March 10,
2004, between SES Americom, Inc. and DNC (incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q
of DNC for the quarter ended March 31, 2004, Commission
File No. 0-26176).10.12*
    
    Amendment No. 3 to Satellite Service Agreement, dated February
19, 2004, between SES Americom, Inc. and DNC
(incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended March
31, 2004, Commission File No. 0-26176).10.13*
    
    Whole RF Channel Service Agreement, dated February 4, 2004,
between Telesat Canada and DNC (incorporated by
reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended March 31, 2004, Commission
File No. 0-26176).10.14*
    
    Letter Amendment to Whole RF Channel Service Agreement, dated
March 25, 2004, between Telesat Canada and DNC
(incorporated by reference to Exhibit 10.5 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended March
31, 2004, Commission File No. 0-26176).10.15*
    
    Amendment No. 2 to Satellite Service Agreement, dated April 30,
2004, between SES Americom, Inc. and DNC (incorporated
by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of DNC for the quarter ended June 30, 2004, Commission
File No. 0-26176).10.16*
    
    Second Amendment to Whole RF Channel Service Agreement, dated May
5, 2004, between Telesat Canada and DNC (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended June 30, 2004, Commission File
No. 0-26176).10.17*
    
    Third Amendment to Whole RF Channel Service Agreement, dated
October 12, 2004, between Telesat Canada and DNC
(incorporated by reference to Exhibit 10.22 to the Annual Report
on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.18*
    
    Amendment No. 4 to Satellite Service Agreement, dated October 21,
2004, between SES Americom, Inc. and DNC (incorporated
by reference to Exhibit 10.23 to the Annual Report on Form 10-K
of DNC for the year ended December 31, 2004, Commission
File No. 0-26176).10.19*
    
    Amendment No. 3 to Satellite Service Agreement, dated November
19, 2004 between SES Americom, Inc. and DNC
(incorporated by reference to Exhibit 10.24 to the Annual Report
on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.20*
    
    Amendment No. 5 to Satellite Service Agreement, dated November
19, 2004, between SES Americom, Inc. and DNC
(incorporated by reference to Exhibit 10.25 to the Annual Report
on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.21*
    
    Amendment No. 6 to Satellite Service Agreement, dated December
20, 2004, between SES Americom, Inc. and DNC
(incorporated by reference to Exhibit 10.26 to the Annual Report
on Form 10-K of DNC for the year ended December 31,
2004, Commission File No. 0-26176).10.22*
    
    Description of the 2005 Long-Term Incentive Plan dated January
26, 2005 (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of DNC for the quarter
ended March 31, 2005, Commission File No. 0-26176).**10.23*
    
    Description of the 2005 Cash Incentive Plan dated January 22,
2005 (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended March
31, 2005, Commission File No. 0-26176).**




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##### 



Exhibit No.
    
    Description10.24*
    
    Settlement Agreement and Release effective February 25, 2005
between EchoStar Satellite L.L.C., EchoStar DBS Corporation and
the insurance carriers for the EchoStar IV satellite
(incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of DNC for the quarter ended March
31, 2005, Commission File No. 0-26176).10.25*
    
    Amendment No. 4 to Satellite Service Agreement, dated April 6,
2005, between SES Americom, Inc. and DNC (incorporated
by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of DNC for the quarter ended June 30, 2005, Commission
File No. 0-26176).10.26*
    
    Amendment No. 5 to Satellite Service Agreement, dated June 20,
2005, between SES Americom, Inc. and DNC (incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q
of DNC for the quarter ended June 30, 2005, Commission
File No. 0-26176).10.27*
    
    Incentive Stock Option Agreement (Form A) (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K of
DNC filed July 7, 2005, Commission File No. 0-26176).**10.28*
    
    Incentive Stock Option Agreement (Form B) (incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K of
DNC filed July 7, 2005, Commission File No. 0-26176).**10.29*
    
    Restricted Stock Unit Agreement (Form A) (incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K of
DNC filed July 7, 2005, Commission File No. 0-26176).**10.30*
    
    Restricted Stock Unit Agreement (Form B) (incorporated by
reference to Exhibit 99.4 to the Current Report on Form 8-K of
DNC filed July 7, 2005, Commission File No. 0-26176).**10.31*
    
    Incentive Stock Option Agreement (1999 Long-Term Incentive Plan)
(incorporated by reference to Exhibit 99.5 to the Current Report
on Form 8-K of DNC filed July 7, 2005, Commission File
No. 0-26176).**10.32*
    
    Nonqualifying Stock Option Agreement (2005 Long-Term Incentive
Plan (incorporated by reference to Exhibit 99.7 to the Current
Report on Form 8-K of DNC filed July 7, 2005, Commission
File No. 0-26176).**10.33*
    
    Restricted Stock Unit Agreement (2005 Long-Term Incentive Plan)
(incorporated by reference to Exhibit 99.8 to the Current Report
on Form 8-K of DNC filed July 7, 2005, Commission File
No. 0-26176).**10.34*
    
    Description of the 2006 Cash Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
DNC for the quarter ended March 31, 2006, Commission
File No. 0-26176).23.1*
    
    Consent of KPMG LLP, Independent
Registered Public Accounting Firm  (incorporated by reference to
Exhibit 23.1 to the Amendment No. 1 on Form 10-K/A to the Annual
Report on Form 10-K of EDBS for the year ended December 31, 2007,
Commission File No. 333-31929).







31.1●
    
    Section 302 Certification by Chairman and Chief Executive Officer.31.2●
    
    Section 302 Certification by Executive Vice President and Chief
Financial Officer.32.1●
    
    Section 906 Certification by Chairman and Chief Executive Officer.32.2●
    
    Section 906 Certification by Executive Vice President and Chief
Financial Officer.
 
 
 ●
    
    Filed herewith.*
    
    Incorporated by reference.**
    
    Constitutes a management contract or compensatory plan or
arrangement.