<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

                                       OR

[ ]  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: 33-76450

                                   DISH, LTD.
             (Exact name of registrant as specified in its charter)

             NEVADA                                    88-0312499
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

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

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

                                 NOT APPLICABLE 
              (Former name, former address and former fiscal year, 
                          if changed since last report)

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO

     AS OF OCTOBER 30, 1998, THE REGISTRANT'S OUTSTANDING COMMON STOCK CONSISTED
OF 1,000 SHARES OF COMMON STOCK.

     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
(H)(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE
REDUCED DISCLOSURE FORMAT.

<PAGE>




                                TABLE OF CONTENTS
                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

<S>                                                                                         <C>
Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
             December 31, 1997 and September 30, 1998 (Unaudited).......................      1

         Condensed Consolidated Statements of Operations for the
             three and nine months ended September 30, 1997 and 1998 (Unaudited)........      2

         Condensed Consolidated Statements of Cash Flows for the
             nine months ended September 30, 1997 and 1998 (Unaudited)..................      3

         Notes to Condensed Consolidated Financial Statements (Unaudited)...............      4

Item 2.  Management's Narrative Analysis of Results of Operations.......................      8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....................   None


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..............................................................     14

Item 2.  Changes in Securities and Use of Proceeds......................................      *

Item 3.  Defaults Upon Senior Securities................................................      *

Item 4.  Submission of Matters to a Vote of Security Holders............................      *

Item 5.  Other Information..............................................................   None

Item 6.  Exhibits and Reports on Form 8-K...............................................     15


</TABLE>

    DISH NETWORK-SM- IS A SERVICE MARK OF ECHOSTAR COMMUNICATIONS CORPORATION.


--------
*    This item has been omitted pursuant to the reduced disclosure format as set
     forth in General Instruction (H)(1)(a) and (b) of Form 10-Q.




<PAGE>






                                   DISH, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,       SEPTEMBER 30,
                                                                                            1997              1998
                                                                                      ---------------------------------
                                                                                                            (Unaudited)
<S>                                                                                 <C>                   <C> 
ASSETS
Current Assets:
   Cash and cash equivalents .......................................................  $    35,682           $    33,852
   Trade accounts receivable, net of allowance for uncollectible accounts of
     $1,347 and $3,530, respectively ...............................................       66,045                83,893
   Inventories .....................................................................       22,993                81,974
   Subscriber acquisition costs, net ...............................................       18,819                     -
   Other current assets ............................................................        8,927                22,891
                                                                                      ---------------------------------
Total current assets ...............................................................      152,466               222,610
Restricted cash and marketable investment securities ...............................        2,245                     -
Property and equipment, net ........................................................      505,347               535,329
Other noncurrent assets ............................................................       84,383                76,243
                                                                                      ---------------------------------
     Total assets ..................................................................  $   744,441           $   834,182
                                                                                      ---------------------------------
                                                                                      ---------------------------------

LIABILITIES AND  STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities:
   Trade accounts payable ..........................................................  $    68,491           $    90,917
   Deferred revenue ................................................................      122,215               113,048
   Accrued expenses ................................................................       72,369               119,176
   Advances from affiliates, net ...................................................      194,265               267,257
   Current portion of long-term debt ...............................................       14,924                15,686
                                                                                      ---------------------------------
Total current liabilities ..........................................................      472,264               606,084

Long-term obligations, net of current portion:
   1994 Notes ......................................................................      499,863               552,776
   Mortgages and other notes payable, net of current portion .......................       40,495                29,292
   Long-term deferred satellite services revenue and other long-term
     liabilities ...................................................................       19,500                27,954
                                                                                      ---------------------------------
Total long-term obligations, net of current portion ................................      559,858               610,022
                                                                                      ---------------------------------
     Total liabilities .............................................................    1,032,122             1,216,106

Commitments and Contingencies (Note 5)

Stockholder's Equity (Deficit):
   Common stock, $.01 par value, 1,000 shares authorized, issued and
     outstanding ...................................................................           --                    --
   Additional paid-in capital ......................................................      108,835               108,835
   Accumulated deficit .............................................................     (396,516)             (490,759)
                                                                                      ---------------------------------
Total stockholder's equity (deficit) ...............................................     (287,681)             (381,924)
                                                                                      ---------------------------------
     Total liabilities and stockholder's equity (deficit) ..........................  $   744,441           $   834,182
                                                                                      ---------------------------------
                                                                                      ---------------------------------

</TABLE>



     See accompanying Notes to Condensed Consolidated Financial Statements.

                                           1

<PAGE>



                                   DISH, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED SEPTEMBER 30,       NINE MONTHS ENDED SEPTEMBER 30,
                                                            --------------------------------       -------------------------------
                                                                 1997              1998              1997             1998
                                                            --------------------------------       -------------------------------
<S>                                                       <C>                 <C>                 <C>                 <C>
REVENUE:
   DISH Network:
     Subscription television services ....................  $  82,078           $ 179,472           $ 192,986           $ 459,540
     Other ...............................................     12,969               1,674              32,942              11,096
                                                            -----------------------------           -----------------------------
   Total DISH Network ....................................     95,047             181,146             225,928             470,636
   DTH equipment sales and integration services ..........     21,975              43,921              37,410             190,787
   Satellite services ....................................      3,669               5,436               7,879              15,805
   C-band and other ......................................      8,970               6,253              25,243              19,716
                                                            -----------------------------           -----------------------------
Total revenue ............................................    129,661             236,756             296,460             696,944

COSTS AND EXPENSES:
   DISH Network Operating Expenses:
     Subscriber-related expenses .........................     42,732              77,520              97,262             210,717
     Customer service center and other ...................     10,754              19,539              23,140              45,641
     Satellite and transmission ..........................      3,442               6,655               9,676              17,367
                                                            -----------------------------           -----------------------------
   Total DISH Network operating expenses .................     56,928             103,714             130,078             273,725
   Cost of sales - DTH equipment  and  integration
   services ..............................................     11,690              30,050              25,998             131,050
   Cost of sales - C-band and other ......................      5,205               3,331              16,337              12,555
   Marketing:
     Subscriber promotion subsidies ......................     67,466              60,295              98,556             165,123
     Advertising and other ...............................     16,786               8,107              24,096              25,694
                                                            -----------------------------           -----------------------------
   Total marketing expenses ..............................     84,252              68,402             122,652             190,817
   General and administrative ............................     15,811              24,352              45,825              66,783
   Amortization of subscriber acquisition costs ..........     34,035               1,964              95,325              18,819
   Depreciation and amortization .........................     12,922              15,019              38,220              42,039
                                                            -----------------------------           -----------------------------
Total costs and expenses .................................    220,843             246,832             474,435             735,788
                                                            -----------------------------           -----------------------------

Operating loss ...........................................    (91,182)            (10,076)           (177,975)            (38,844)

Other Income (Expense):
   Interest income .......................................        550                 663               2,015               1,905
   Interest expense, net of amounts capitalized ..........    (17,598)            (19,786)            (50,074)            (57,086)
   Other .................................................        (73)                 96                (246)                  2
                                                            -----------------------------           -----------------------------
Total other income (expense) .............................    (17,121)            (19,027)            (48,305)            (55,179)
                                                            -----------------------------           -----------------------------

Loss before income taxes .................................   (108,303)            (29,103)           (226,280)            (94,023)
Income tax benefit (provision), net ......................        (20)                 63                 (64)               (220)
                                                            -----------------------------           -----------------------------

Net loss .................................................  $(108,323)          $ (29,040)          $(226,344)          $ (94,243)
                                                            -----------------------------           -----------------------------
                                                            -----------------------------           -----------------------------


</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.


                                           2

<PAGE>



                                   DISH, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


<TABLE>

                                                                                       NINE MONTHS ENDED SEPTEMBER 30,
                                                                                       ------------------------------
                                                                                              1997             1998
                                                                                       ------------------------------
<S>                                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................................................................  $(226,344)          $ (94,243)
Adjustments to reconcile net loss to net cash flows from operating activities:
   Depreciation and amortization .....................................................     38,220              42,039
   Amortization of subscriber acquisition costs ......................................     95,325              18,819
   Amortization of debt discount and deferred financing costs ........................     46,402              53,937
   Change in reserve for excess and obsolete inventory ...............................      2,230                 374
   Change in long-term deferred satellite services revenue and other
      long-term liabilities ..........................................................      9,284               8,454
   Other, net ........................................................................       (365)                  -
   Changes in current assets and current liabilities .................................     27,728              43,628
                                                                                        -----------------------------
Net cash flows from operating activities .............................................     (7,520)             73,008

CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable investment securities ............................................        251                   -
Purchases of restricted marketable investment securities .............................     (1,495)                  -
Funds released from escrow and other restricted cash .................................     30,700               2,245
Purchases of property and equipment ..................................................    (28,295)            (68,042)
Other ................................................................................       (907)              1,400
                                                                                        -----------------------------
Net cash flows from investing activities .............................................        254             (64,397)


CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of mortgage indebtedness and notes payable ................................     (8,413)            (10,441)
                                                                                        -----------------------------
Net cash flows from financing activities .............................................     (8,413)            (10,441)
                                                                                        -----------------------------
Net decrease in cash and cash equivalents ............................................    (15,679)             (1,830)
Cash and cash equivalents, beginning of period .......................................     24,919              35,682
                                                                                        -----------------------------
Cash and cash equivalents, end of period .............................................  $   9,240           $  33,852
                                                                                        -----------------------------
                                                                                        -----------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Capitalized interest, including amounts due from affiliates .......................  $      --           $   3,751



</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                           3

<PAGE>
                                   DISH, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   ORGANIZATION AND BUSINESS ACTIVITIES

PRINCIPAL BUSINESS

     Dish, Ltd. and subsidiaries ("Dish, Ltd.") is a wholly-owned subsidiary of
EchoStar Satellite Broadcasting Corporation ("ESBC"). ESBC is a wholly-owned
subsidiary of EchoStar DBS Corporation ("DBS Corp"), which is a wholly-owned
subsidiary of EchoStar Communications Corporation ("ECC," and together with its
subsidiaries, or referring to particular subsidiaries in certain circumstances,
"EchoStar"), a publicly traded company on the Nasdaq National Market. Unless
otherwise stated herein, or the context otherwise requires, references herein to
EchoStar shall include ECC, DBS Corp, ESBC, Dish, Ltd. and all direct and
indirect wholly-owned subsidiaries thereof. The Company's management refers
readers of this Quarterly Report on Form 10-Q to EchoStar's Quarterly Report on
Form 10-Q for the three months ended September 30, 1998. Substantially all of
EchoStar's operations are conducted by subsidiaries of Dish, Ltd. The operations
of EchoStar include three interrelated business units:

     -    THE DISH NETWORK - a direct broadcast satellite ("DBS") subscription
          television service in the United States. As of September 30, 1998,
          EchoStar had approximately 1.6 million DISH Network subscribers.

     -    ECHOSTAR TECHNOLOGIES CORPORATION ("TECHNOLOGY") - engaged in the
          design, manufacture, distribution and sale of DBS set-top boxes,
          antennae and other digital equipment for the DISH Network ("EchoStar
          Receiver Systems"), and the design, manufacture and distribution of
          similar equipment for direct-to-home ("DTH") projects of others
          internationally, together with the provision of uplink center design,
          construction oversight and other project integration services for
          international DTH ventures.

     -    SATELLITE SERVICES - engaged in the turn-key delivery of video, audio
          and data services to business television customers and other satellite
          users. These services may include satellite uplink services, satellite
          transponder space usage, billing, customer service and other services.

     Since 1994, EchoStar has deployed substantial resources to develop the
"EchoStar DBS System." The EchoStar DBS System consists of EchoStar's
FCC-allocated DBS spectrum, DBS satellites ("EchoStar I," "EchoStar II,"
"EchoStar III," and "EchoStar IV"), digital satellite receivers, digital
broadcast operations center, customer service facilities, and other assets
utilized in its operations. EchoStar's principal business strategy is to
continue developing its subscription television service in the U.S. to provide
consumers with a fully competitive alternative to cable television service.

2.   SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles and
with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim
financial information. Accordingly, these statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. All significant intercompany accounts and
transactions have been eliminated in consolidation. Operating results for the
three and nine months ended September 30, 1998 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997. Certain prior year amounts have been reclassified
to conform with the current year presentation.


                                           4

<PAGE>
                                   DISH, LTD.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)


USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses for each reporting
period. Actual results could differ from those estimates.

COMPREHENSIVE INCOME

     The Company adopted Statement of Financial Accounting Standards ("FAS") No.
130, "Reporting Comprehensive Income" ("FAS No. 130") effective as of the first
quarter of 1998. FAS No. 130 establishes new rules for the reporting and display
of comprehensive income and its components, however it has no impact on the
Company's net income or stockholder's equity. The components of comprehensive
loss, net of tax, are as follows (in thousands):

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                            SEPTEMBER 30,                       SEPTEMBER 30,
                                                 ------------------------------          ------------------------------
                                                        1997             1998              1997              1998
                                                 ------------------------------          ------------------------------
                                                           (Unaudited)                         (Unaudited)
<S>                                             <C>                 <C>                 <C>                 <C>
     Net loss ..................................  $(108,323)          $ (29,040)          $(226,344)          $ (94,243)
     Change in unrealized gain (loss) on
        available-for-sale securities ..........          9                  --                   9                  --
                                                  -----------------------------           -----------------------------
     Comprehensive loss ........................  $(108,314)          $ (29,040)          $(226,335)          $ (94,243)
                                                  -----------------------------           -----------------------------
                                                  -----------------------------           -----------------------------

</TABLE>

3.   INVENTORIES

         Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>

                                                          DECEMBER 31,      SEPTEMBER 30,
                                                              1997              1998
                                                          -------------------------------
                                                                             (Unaudited)
      <S>                                                <C>                <C>

        EchoStar Receiver Systems ......................   $  7,649           $ 45,880
        DBS receiver components ........................     12,506             34,107
        Consigned DBS receiver components ..............      3,122              2,749
        Finished goods - analog DTH equipment ..........      2,116              2,505
        Spare parts and other ..........................      1,440                947
        Reserve for excess and obsolete inventory ......     (3,840)            (4,214)
                                                           ---------------------------
                                                           $ 22,993           $ 81,974
                                                           ---------------------------
                                                           ---------------------------


</TABLE>

4.   ACCRUED EXPENSES

         Accrued expenses consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                         DECEMBER 31,       SEPTEMBER 30,
                                                             1997               1998
                                                         --------------------------------
                                                                             (Unaudited)
      <S>                                                <C>                <C>
        Accrued royalties and copyright ................   $ 21,573           $ 42,310
        Accrued programming ............................     20,018             30,965
        Accrued expenses ...............................     26,118             28,584
        Accrued marketing expenses .....................      4,660             17,317
                                                           ---------------------------
                                                           $ 72,369           $119,176
                                                           ---------------------------
                                                           ---------------------------

</TABLE>


                                           5

<PAGE>
                                   DISH, LTD.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)


5.   COMMITMENTS AND CONTINGENCIES

THE NEWS CORPORATION LIMITED

     During February 1997, EchoStar and The News Corporation Limited ("News")
announced an agreement (the "News Agreement") pursuant to which, among other
things, News agreed to acquire approximately 50% of the outstanding capital
stock of EchoStar. News also agreed to make available for use by EchoStar the
DBS permit for 28 frequencies at 110(Degree) WL purchased by MCI Communications
Corporation for over $682 million following a 1996 FCC auction. During late
April 1997, substantial disagreements arose between the parties regarding their
obligations under the News Agreement.

     In May 1997, EchoStar filed a Complaint requesting that the Court confirm
EchoStar's position and declare that News is obligated pursuant to the News
Agreement to lend $200 million to EchoStar without interest and upon such other
terms as the Court orders. EchoStar also filed a First Amended Complaint
significantly expanding the scope of the litigation to include breach of
contract, failure to act in good faith, and other causes of action. EchoStar
seeks specific performance of the News Agreement and damages, including lost
profits based on, among other things, a jointly prepared ten-year business plan
showing expected profits for EchoStar in excess of $10 billion based on
consummation of the transactions contemplated by the News Agreement.

     In June 1997, News filed an answer and counterclaims seeking unspecified
damages. News' answer denies all of the material allegations in the First
Amended Complaint and asserts numerous defenses, including bad faith, misconduct
and failure to disclose material information on the part of EchoStar and its
Chairman and Chief Executive Officer, Charles W. Ergen. The counterclaims, in
which News is joined by its subsidiary American Sky Broadcasting, L.L.C., assert
that EchoStar and Ergen breached their agreements with News and failed to act
and negotiate with News in good faith. EchoStar has responded to News' answer
and denied the allegations in their counterclaims. EchoStar also has asserted
various affirmative defenses. EchoStar is vigorously defending against the
counterclaims. The case has been set for trial commencing March 1999, but that
date could be postponed.

     While EchoStar is confident of its position and believes it will ultimately
prevail, the litigation process could continue for many years and there can be
no assurance concerning the outcome of the litigation.

WIC PREMIUM TELEVISION LTD.

     On July 28, 1998, a lawsuit was filed by WIC Premium Television Ltd.
("WIC"), an Alberta corporation, in the Federal Court of Canada Trial Division,
against certain defendants which include: General Instrument Corporation, HBO,
Warner Communications, Inc., John Doe, Showtime, U.S. Satellite Broadcasting
Corporation ("USSB"), ECC and two of ECC's wholly-owned subsidiaries, Dish, Ltd.
("Dish") and Echosphere Corporation ("Echosphere"). The lawsuit seeks, among
other things, an interim and permanent injunction prohibiting the defendants
from activating receivers in Canada and from infringing any copyrights held by
WIC. It is too early to determine whether or when any other lawsuits and/or
claims will be filed. It is also too early to make an assessment of the probable
outcome of the litigation or to determine the extent of any potential liability
or damages.

     On September 28, 1998, WIC filed another lawsuit in the Court of Queen's
Bench of Alberta Judicial District of Edmonton against certain defendants, which
also include ECC, Dish, and Echosphere. WIC is a company authorized to broadcast
certain copyrighted work, such as movies and concerts, to residents of Canada.
WIC alleges that the defendants engaged in, promoted, and/or allowed satellite
dish equipment from the United States to be sold in Canada and to Canadian
residents and that some of the defendants allowed and profited from Canadian
residents purchasing and viewing subscription television programming that is
only authorized for viewing in the United States. The lawsuit seeks, among other
things, interim and permanent injunction prohibiting the defendants from
importing hardware into Canada and from activating receivers in Canada and
damages in excess of the equivalent of US $175 million. It is too early to
determine whether or when any other lawsuits and/or claims will be filed. It is
also too early to make an assessment of the probable outcome of the litigation
or to determine the extent of any potential liability or damages.



                                           6

<PAGE>
                                   DISH, LTD.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)


BROADCAST NETWORK PROGRAMMING

     Section 119 of the Satellite Home Viewer Act ("SHVA") authorizes EchoStar
to sell satellite-delivered network signals (ABC, NBC, CBS Fox, etc.) to
EchoStar subscribers, but only if those subscribers qualify as "unserved"
households as that term is defined in the SHVA. Historically, EchoStar obtained
broadcast network signals for distribution to its subscribers through PrimeTime
24, Joint Venture ("PrimeTime 24"). PrimeTime 24 also distributes network
signals to certain of EchoStar's competitors in the satellite industry.

     The national networks and local affiliate stations have recently challenged
PrimeTime 24's methods of selling network programming (national and local) to
consumers based upon infringement of copyright. The U.S. District Court for the
Southern District of Florida entered a nationwide injunction preventing
PrimeTime 24 from selling its programming to consumers unless the programming
was sold according to certain stipulations in the injunction. The Court also
purported to enjoin PrimeTime 24's "distributors" as well. The Plaintiff in the
Florida litigation informed EchoStar that it considered EchoStar a "distributor"
and has since threatened EchoStar with litigation.

     As a result of: (a) these rulings; (b) EchoStar's determination to sell
local network channels back into the area from which they originate; (c) 1997
adjustments to copyright royalties payable in connection with delivery of
network signals by satellite; and (d) a number of other regulatory, political,
legal, contractual and business factors, during July 1998, EchoStar ceased
delivering PrimeTime 24 programming, and began uplinking and distributing
network signals directly. EchoStar has also implemented Section 119 compliance
procedures which will materially restrict the market for the sale of network
signals by EchoStar. CBS and other broadcast networks have informed EchoStar
that they believe EchoStar's method of providing distant network programming
violates the SHVA and hence infringes their copyright.

     On October 19, 1998, EchoStar filed a declaratory judgment action in the
United States District Court for the District of Colorado against the four major
networks. In the future, EchoStar may attempt to certify a class including the
networks as well as any and all owned and operated stations and any independent
affiliates. EchoStar has asked the court to enter a judgment declaring that
EchoStar's method of providing distant network programming does not violate the
SHVA and hence does not infringe the networks' copyrights.

     Certain national television broadcast networks (and their local affiliates)
have threatened to file counter-claims or separate lawsuits against EchoStar for
both the retransmission of local-into-local and distant-into-local signals.
While to date EchoStar has not been served with a complaint, recent press
reports indicate that a lawsuit may have been filed in Miami by the networks and
their affiliates against EchoStar. In the event of a decision adverse to
EchoStar in any such litigation, significant damage awards and additional
material restrictions on the sale of network signals by EchoStar could result.
Among other things, EchoStar could be required to terminate delivery of network
signals to a material portion of its subscriber base. Further restrictions on
the sale of network channels imposed in the future could result in decreases in
subscriber activations and subscription television services revenue and an
increase in subscriber churn.

     EchoStar is subject to various other legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of management, the
amount of ultimate liability with respect to those actions will not materially
affect the financial position or results of operations of EchoStar.

METEOROID EVENTS

     In November 1998 and 1999, certain meteoroid events will occur as the
earth's orbit passes through the particulate trail of Comet 55P (Tempel-Tuttle).
These meteoroid events pose a potential threat to all in-orbit geosynchronous
satellites, including EchoStar's DBS satellites. While the probability that
EchoStar's spacecraft will be damaged by space debris is very small, that
probability will increase by several orders of magnitude during these meteoroid
events. EchoStar is presently evaluating the potential effects that these
meteoroid events may have on its DBS satellites. At this time, EchoStar has not
finally determined the impact, if any, these meteoroid events could have on
EchoStar's DBS satellites.

                                           7


<PAGE>


ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

     ALL STATEMENTS CONTAINED HEREIN, AS WELL AS STATEMENTS MADE IN PRESS
RELEASES AND ORAL STATEMENTS THAT MAY BE MADE BY THE COMPANY OR BY OFFICERS,
DIRECTORS OR EMPLOYEES OF THE COMPANY ACTING ON ITS 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 THE ACTUAL RESULTS OF THE COMPANY 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 ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: A TOTAL OR
PARTIAL LOSS OF A SATELLITE DUE TO OPERATIONAL FAILURES, SPACE DEBRIS OR
OTHERWISE; A DECREASE IN SALES OF DIGITAL EQUIPMENT AND RELATED SERVICES TO
INTERNATIONAL DIRECT-TO-HOME ("DTH") SERVICE PROVIDERS; A DECREASE IN DISH
NETWORK SUBSCRIBER GROWTH; AN INCREASE IN SUBSCRIBER ACQUISITION COSTS;
IMPEDIMENTS TO THE RETRANSMISSION OF LOCAL OR DISTANT BROADCAST NETWORK SIGNALS;
LOWER THAN EXPECTED DEMAND FOR ECHOSTAR'S DELIVERY OF LOCAL BROADCAST NETWORK
SIGNALS; AN UNEXPECTED BUSINESS INTERRUPTION DUE TO THE FAILURE OF THIRD-PARTIES
TO REMEDIATE YEAR 2000 ISSUES; THE INABILITY OF THE COMPANY TO RETAIN NECESSARY
AUTHORIZATIONS FROM THE FEDERAL COMMUNICATIONS COMMISSION ("FCC"); AN INCREASE
IN COMPETITION FROM CABLE, DIRECT BROADCAST SATELLITE ("DBS"), OTHER SATELLITE
SYSTEM OPERATORS, AND OTHER PROVIDERS OF SUBSCRIPTION TELEVISION SERVICES; THE
INTRODUCTION OF NEW TECHNOLOGIES AND COMPETITORS INTO THE SUBSCRIPTION
TELEVISION BUSINESS; A MERGER OF EXISTING DBS COMPETITORS; A CHANGE IN THE
REGULATIONS GOVERNING THE SUBSCRIPTION TELEVISION SERVICE INDUSTRY; THE OUTCOME
OF ANY LITIGATION IN WHICH THE COMPANY MAY BE INVOLVED; GENERAL BUSINESS AND
ECONOMIC CONDITIONS; AND OTHER RISK FACTORS DESCRIBED FROM TIME TO TIME IN THE
COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). 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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1997.

     REVENUE. Total revenue for the three months ended September 30, 1998 was
$237 million, an increase of $107 million or 83%, compared to total revenue for
the three months ended September 30, 1997 of $130 million. The increase in total
revenue was primarily attributable to DISH Network subscriber growth combined
with increased revenue from the Company's Technology business unit. The Company
expects that its revenues will continue to increase as the number of DISH
Network subscribers increases. Consistent with the increases in total revenue
and the number of DISH Network subscribers during the three months ended
September 30, 1998, the Company experienced a corresponding increase in trade
accounts receivable at September 30, 1998.

     DISH Network subscription television services revenue totaled $179 million
for the three months ended September 30, 1998, an increase of $97 million or
119%, compared to the same period in 1997. This increase was directly
attributable to the increase in the number of DISH Network subscribers. The
average number of DISH Network subscribers during the three months ended
September 30, 1998 increased approximately 116%, as compared to the same period
in 1997. Monthly revenue per subscriber approximated $40.00 during the
three-months ended September 30, 1998 and $39.50 during the three months ended
September 30, 1997. DISH Network subscription television services revenue
principally consists of revenue from basic, premium and pay-per-view
subscription television services. DISH Network subscription television services
revenue will continue to increase to the extent the Company is successful in
increasing the number of DISH Network subscribers and maintaining or increasing
revenue per subscriber.

     For the three months ended September 30, 1998, DTH equipment sales and
integration services totaled $44 million, an increase of $22 million or 100%,
compared to the three months ended September 30, 1997. DTH equipment sales
consist of sales of digital set-top boxes and other digital satellite
broadcasting equipment by the Company to international DTH service operators.
The Company currently has agreements to provide equipment to DTH service
operators in Spain and Canada. Sales pursuant to these agreements totaled $35
million for the three months ended September 30, 1998, an increase of $18
million, as compared to $17 million for the three months ended September 30,
1997. The increase in DTH equipment sales and integration services revenue was
primarily


                                           8

<PAGE>


ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS - CONTINUED


attributable to an increase in the volume of set-top boxes sold. DBS
accessory and other sales totaled $9 million during the three months ended
September 30, 1998, a $4 million increase compared to the same period in 1997.

     Substantially all of the Company's Technology revenues have resulted from
sales to two international DTH providers. As a result, the Company's Technology
business currently is economically dependent on these two DTH providers. The
Company's future revenue from the sale of DTH equipment and integration services
in international markets depends largely on the success of these DTH operators
and continued demand for the Company's digital set-top boxes. Due to several
factors, the Company expects that its DTH equipment and integration services
revenue could decline during the fourth quarter of 1998 as compared to revenue
reported during the third quarter of 1998, and may decline further during 1999
as compared to 1998. These factors include an expected decrease in demand
resulting from the fulfillment of initial stock orders combined with a decrease
in the sales price of digital set-top boxes due to increased competition from
other providers of DTH equipment. During July 1998 Telefonica S.A.
("Telefonica"), one of the two DTH service providers described above, announced
its intention to merge with Sogecable ("Canal Plus Satellite"), one of its
primary competitors. While the Company has binding purchase orders from
Telefonica for additional 1998 and 1999 deliveries of DTH equipment, the Company
can not yet predict what impact, if any, consummation of this merger might have
on its future sales to Telefonica. However in October 1998, Telefonica announced
that the merger negotiations have been suspended at this time. While the Company
continues to actively pursue additional distribution and integration service
opportunities internationally, no assurance can be given that any such
additional negotiations will be successful.

     Satellite services revenue totaled $5 million for the three months ended
September 30, 1998, an increase of $1 million as compared to the same period in
1997. These revenues include, among other things, fees charged to content
providers for signal carriage and revenues earned from business television
("BTV") customers. The increase in satellite services revenue was primarily
attributable to increased BTV revenue.

     DISH NETWORK OPERATING EXPENSES. DISH Network operating expenses totaled
$104 million for the three months ended September 30, 1998, an increase of $47
million or 82%, compared to the same period in 1997. The increase in DISH
Network operating expenses was consistent with, and primarily attributable to,
the increase in the number of DISH Network subscribers. For the three months
ended September 30, 1998, DISH Network operating expenses represented 58% of
subscription television services revenue compared to 69% of subscription
television revenue during the corresponding period in 1997. While the Company
expects DISH Network operating expenses as a percentage of subscription
television services revenue to approximate the third quarter 1998 level in
future periods, there can be no assurance that this expense to revenue ratio
will not increase.

     Subscriber-related expenses totaled $78 million for the three months ended
September 30, 1998, an increase of $35 million compared to the same period in
1997. Such expenses, which include programming expenses, copyright royalties,
residuals payable to retailers and distributors, and billing, lockbox and other
variable subscriber expenses, totaled 43% of subscription television services
revenues for the three months ended September 30, 1998 compared to 52% of
subscription television services revenues for the three months ended September
30, 1997. The decrease in subscriber-related expenses as a percentage of
subscription television services revenue resulted primarily from a decrease in
programming expenses on a per subscriber basis, which resulted from a change in
product mix combined with price discounts received from certain content
providers.

     Customer service center and other expenses principally consist of costs
incurred in the operation of the Company's DISH Network customer service
centers, such as personnel and telephone expenses, as well as subscriber
equipment installation and other operating expenses. Customer service center and
other expenses totaled $20 million for the three months ended September 30,
1998, an increase of $9 million as compared to the three months ended September
30, 1997. The increase in customer service center and other expenses resulted
from increased personnel expenses to support the growth of the DISH Network.
Customer service center and other expenses totaled 11% and 13% of subscription
television services revenue during the three months ended September 30, 1998 and
1997, respectively. While the Company expects customer service center and other
expenses as a percentage of subscription television services revenue to remain
near these levels in the future, there can be no assurance that this expense to
revenue ratio will not increase.


                                           9

<PAGE>


ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS - CONTINUED


     Satellite and transmission expenses include expenses associated with the
operation of the Company's digital broadcast center, contracted satellite
tracking, telemetry and control ("TT&C") services, and satellite in-orbit
insurance. Satellite and transmission expenses increased $4 million during the
three months ended September 30, 1998, as compared to the same period during
1997. This increase resulted from higher satellite and other digital broadcast
center operating expenses due to an increase in the number of operational
satellites. The Company expects DISH Network operating expenses to continue to
increase in the future as subscribers are added. However, as its DISH Network
subscriber base continues to expand, the Company expects that such costs as a
percentage of DISH Network revenue may decline.

     COST OF SALES - DTH EQUIPMENT AND INTEGRATION SERVICES. Cost of sales - DTH
equipment and integration services totaled $30 million for the three months
ended September 30, 1998, an increase of $18 million, as compared to the three
months ended September 30, 1997. This increase is consistent with the increase
in DTH equipment revenue. Cost of sales - DTH equipment and integration services
principally includes costs associated with digital set-top boxes and related
components sold to international DTH operators.

     MARKETING EXPENSES. Marketing expenses totaled $68 million for the three
months ended September 30, 1998, a decrease of $16 million as compared to the
same period in 1997. The decrease in marketing expenses was primarily
attributable to a $9 million decrease in advertising and other expenses and a $7
million decrease in subscriber promotion subsidies. During the fourth quarter of
1998, the Company expects that its marketing expenses will increase materially
compared to the third quarter of 1998 as a result of increases in advertising
expenses and subscriber promotion subsidies attributable to the Company's new
marketing promotion described below.

     For the three months ended September 30, 1998, the Company's subscriber
acquisition costs, inclusive of acquisition marketing expenses, totaled $64
million (approximately $240 per new subscriber activation). Comparatively, the
Company's subscriber acquisition costs, inclusive of acquisition marketing
expenses and deferred subscriber acquisition costs, totaled $84 million (in
excess of $300 per new subscriber activation) during the same period in 1997.
The decrease in the Company's subscriber acquisition costs, on a per new
subscriber activation basis, principally resulted from decreases in the
manufactured cost of EchoStar Receiver Systems. The Company expects that its
subscriber acquisition costs, on a per new subscriber activation basis, will
increase in the near-term as a result of increased competition for DBS
subscribers.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative ("G&A")
expenses totaled $24 million for the three months ended September 30, 1998, an
increase of $8 million as compared to the same period in 1997. The increase in
G&A expenses was principally attributable to increased personnel expenses to
support the growth of the DISH Network. G&A expenses as a percentage of total
revenue decreased to 10% for the three months ended September 30, 1998 compared
to 12% for the corresponding period in 1997. While the Company expects that G&A
expenses as a percentage of total revenue will continue to approximate this
level in the future, there can be no assurance that this expense to revenue
ratio will not increase.

     EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA").
EBITDA for the three months ended September 30, 1998 improved to $7 million
compared to negative EBITDA of $44 million for the same period in 1997. This
improvement in EBITDA principally resulted from increases in Technology (i.e.,
DTH equipment sales and integration services) and DISH Network revenues. Due to
expected increases in new subscriber activations, increased marketing activity
(including subscriber promotion subsidies and advertising) and a decrease in
Technology revenue (as previously described), the Company expects to report
negative EBITDA during the fourth quarter of 1998.

     During the fourth quarter of 1998, the Company introduced a new marketing
promotion (the "DISH Network One-Rate Plan"). Under the DISH Network One-Rate
Plan, consumers are eligible to receive a $249 rebate on the purchase of certain
EchoStar Receiver Systems. The rebate is contingent upon the subscriber's
one-year commitment to subscribe to the America's Top 100 CD programming package
and two premium channel packages, committing the subscriber to a monthly
programming payment of at least $48.98. The consumer must pay the entire sales
price of the system at the time of purchase, but is not required to prepay for
the programming. After receiving the subscriber's first full programming payment
(equal to $97.96 for two months of programming),

                                          10


<PAGE>

ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS - CONTINUED


the Company issues a $249
rebate to the subscriber. Although there can be no assurance as to the ultimate
duration of the DISH Network One-Rate Plan, it will continue through at least
December 1998.

     The Company's subscriber acquisition costs, both in aggregate and on a per
subscriber basis, will increase in direct relation to the participation rate in
the DISH Network One-Rate Plan. While the Company presently expects less than
one-third of its fourth quarter subscriber activations to result from the DISH
Network One-Rate Plan, the actual consumer participation level could be
significantly higher. To the extent that actual consumer participation levels
exceed present expectations and subscriber acquisition costs materially
increase, the Company's EBITDA results will be negatively impacted in the
near-term because subscriber acquisition costs are expensed as incurred.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses for
the three months ended September 30, 1998 (including amortization of subscriber
acquisition costs of $2 million) aggregated $17 million, a decrease of $30
million as compared to the corresponding period in 1997. The decrease in
depreciation and amortization expenses principally resulted from the decrease in
amortization of subscriber acquisition costs (decrease of $32 million),
partially offset by an increase in depreciation related to depreciable assets
placed in service during 1998. Since October 1997, net subscriber acquisition
costs have been expensed as incurred and no additional subscriber acquisition
costs have been deferred.

     OTHER INCOME AND EXPENSE. Other expense, net totaled $19 million for the
three months ended September 30, 1998, an increase of $2 million as compared to
the same period in 1997. The increase in other expense resulted primarily from
an increase in interest expense associated with the increased accreted balance
on the Company's 12 7/8% Senior Secured Discount Notes due 2004 (the "1994
Notes").

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1997.

     REVENUE. Total revenue for the nine months ended September 30, 1998 was
$697 million, an increase of $401 million compared to total revenue for the nine
months ended September 30, 1997 of $296 million. The increase in total revenue
was primarily attributable to DISH Network subscriber growth combined with
increased revenue from the Company's Technology business unit.

     DISH Network subscription television services revenue totaled $460 million
for the nine months ended September 30, 1998, an increase of $267 million or
138%, compared to the same period in 1997. This increase was directly
attributable to the increase in the number of DISH Network subscribers. The
average number of DISH Network subscribers during the nine months ended
September 30, 1998 increased approximately 137% as compared to the same period
in 1997.

     For the nine months ended September 30, 1998, DTH equipment sales and
integration services totaled $191 million, an increase of $154 million compared
to the nine months ended September 30, 1997. The increase in DTH equipment sales
and integration services revenue was primarily attributable to an increase in
the volume of set-top boxes sold.

     Satellite services revenue totaled $16 million for the nine months ended
September 30, 1998, an increase of $8 million as compared to the same period in
1997. The increase in satellite services revenue was primarily attributable to
increased BTV revenue.

     DISH NETWORK OPERATING EXPENSES. DISH Network operating expenses totaled
$274 million for the nine months ended September 30, 1998, an increase of $144
million or 110%, compared to the same period in 1997. The increase in DISH
Network operating expenses was consistent with, and primarily attributable to,
the increase in the number of DISH Network subscribers. DISH Network operating
expenses represented 60% and 67% of subscription television services revenue
during the nine months ended September 30, 1998 and 1997, respectively.

     Subscriber-related expenses totaled $211 million for the nine months ended
September 30, 1998, an increase of $114 million compared to the same period in
1997. Subscriber-related expenses totaled 46% of subscription television
services revenues for the nine months ended September 30, 1998 compared to 50%
during the nine months ended September 30, 1997.

                                          11

<PAGE>

ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS - CONTINUED

     Customer service center and other expenses totaled $46 million for the nine
months ended September 30, 1998, an increase of $23 million as compared to the
nine months ended September 30, 1997. The increase in customer service center
and other expenses resulted from increased personnel expenses to support the
growth of the DISH Network. Customer service center and other expenses totaled
10% of subscription television services revenue during the nine months ended
September 30, 1998 compared to 12% of subscription television services revenue
during the same period of the prior year.

     Satellite and transmission expenses increased $7 million during the nine
months ended September 30, 1998, as compared to the same period during 1997.
This increase resulted from higher satellite and other digital broadcast center
operating expenses due to an increase in the number of operational satellites.

     COST OF SALES - DTH EQUIPMENT AND INTEGRATION SERVICES. Cost of sales - DTH
equipment and integration services totaled $131 million for the nine months
ended September 30, 1998, an increase of $105 million, as compared to the nine
months ended September 30, 1997. This increase is consistent with the increase
in DTH equipment revenue.

     MARKETING EXPENSES. Marketing expenses totaled $191 million for the nine
months ended September 30, 1998, an increase of $68 million or 56%, compared to
the same period in 1997. The increase in marketing expenses was primarily
attributable to the increase in subscriber promotion subsidies. Subscriber
promotion subsidies include the excess of transaction costs over transaction
proceeds at the time of sale of EchoStar Receiver Systems, activation allowances
paid to retailers, and other promotional incentives. The Company recognizes
subscriber promotion subsidies as incurred. These expenses totaled $165 million
for the nine months ended September 30, 1998, an increase of $66 million over
the same period in 1997. This increase resulted from increased subscriber
activations and the immediate recognition of all subscriber promotion subsidies
incurred in 1998, whereas during the nine-month period ended September 30, 1997,
a portion of such expenses were initially deferred and amortized over the
related prepaid subscription term (generally one year). Advertising and other
expenses totaled $26 million for the nine months ended September 30, 1998, an
increase of $2 million over the same period in 1997.

     GENERAL AND ADMINISTRATIVE EXPENSES. G&A expenses totaled $67 million for
the nine months ended September 30, 1998, an increase of $21 million as compared
to the same period in 1997. The increase in G&A expenses was principally
attributable to increased personnel expenses to support the growth of the DISH
Network. G&A expenses as a percentage of total revenue decreased to 10% for the
nine months ended September 30, 1998 compared to 15% for the corresponding
period in 1997.

     EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION. EBITDA for
the nine months ended September 30, 1998 improved to $22 million compared to
negative EBITDA of $44 million during the same period in 1997. This improvement
in EBITDA principally resulted from increases in Technology and DISH Network
revenues.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses for
the nine months ended September 30, 1998 (including amortization of subscriber
acquisition costs of $19 million) aggregated $61 million, a $73 million decrease
compared to the corresponding period in 1997. The decrease in depreciation and
amortization expenses principally resulted from the decrease in amortization of
subscriber acquisition costs (decrease of $76 million), partially offset by an
increase in depreciation related to depreciable assets placed in service during
1998.

     OTHER INCOME AND EXPENSE. Other expense, net totaled $55 million for the
nine months ended September 30, 1998, an increase of $7 million as compared to
the same period in 1997. The increase in other expense resulted primarily from
an increase in interest expense associated with the increased accreted balance
on the 1994 Notes.

                                          12

<PAGE>

ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS - CONTINUED

IMPACT OF YEAR 2000 ISSUE

     The Company has assessed and continues to assess the impact of the Year
2000 Issue on its computer systems and operations. The Year 2000 Issue exists
because many computer systems and applications currently use two-digit date
fields to designate a year. Thus, as the century date approaches, date sensitive
systems may recognize the year 2000 as 1900 or not at all. The inability to
recognize or properly treat the Year 2000 may cause computer systems to process
critical financial and operational information incorrectly.

     The Company is currently engaged in the remediation and testing of its
critical computer systems to ensure Year 2000 compliance thereof. In connection
with this effort, the Company has segregated its computer systems and
corresponding Year 2000 compliance risk into three categories: internal
financial and administrative systems, service-delivery systems, and third-party
systems. With respect to the Company's internal financial and administrative
systems, the Company has substantially completed the identification,
modification (as necessary) and testing of all such systems. While there can be
no assurance, the Company currently believes that its internal financial and
administrative systems are Year 2000 compliant. The Company currently is
completing a similar effort with respect to its service-delivery systems and
although there can be no assurance, the Company expects all such systems to be
fully Year 2000 compliant by the end of 1998. The Company also is currently
assessing its vulnerability to unexpected business interruptions due to the
failure of external third-parties to remediate their Year 2000 compliance
issues. In connection with this assessment, the Company is in the process of
communicating with all of its significant third-party business partners,
suppliers and vendors to determine the extent to which the Company is vulnerable
to those third parties' failure to remediate their own Year 2000 issues.

     While there can be no assurance, the Company believes its costs to
successfully mitigate the Year 2000 Issue will not be material to its
operations. If the Company's Plan is not successful or is not completed in a
timely manner, the Year 2000 Issue could significantly disrupt the Company's
ability to transact business with its customers and suppliers, and could have a
material impact on its operations. There can be no assurance that the systems of
other companies with which the Company's systems interact also will be timely
converted, or that any such failure to convert by another company would not have
an adverse effect on the Company's business or its operations.

                                          13

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

THE NEWS CORPORATION LIMITED

     During February 1997, EchoStar and The News Corporation Limited ("News")
announced an agreement (the "News Agreement") pursuant to which, among other
things, News agreed to acquire approximately 50% of the outstanding capital
stock of EchoStar. News also agreed to make available for use by EchoStar the
DBS permit for 28 frequencies at 110(Degree) West Longitude purchased by MCI
Communications Corporation for over $682 million following a 1996 FCC auction.
During late April 1997, substantial disagreements arose between the parties
regarding their obligations under the News Agreement.

     In May 1997, EchoStar filed a Complaint requesting that the Court confirm
EchoStar's position and declare that News is obligated pursuant to the News
Agreement to lend $200 million to EchoStar without interest and upon such other
terms as the Court orders. EchoStar also filed a First Amended Complaint
significantly expanding the scope of the litigation to include breach of
contract, failure to act in good faith, and other causes of action. EchoStar
seeks specific performance of the News Agreement and damages, including lost
profits based on, among other things, a jointly prepared ten-year business plan
showing expected profits for EchoStar in excess of $10 billion based on
consummation of the transactions contemplated by the News Agreement.

     In June 1997, News filed an answer and counterclaims seeking unspecified
damages. News' answer denies all of the material allegations in the First
Amended Complaint and asserts numerous defenses, including bad faith, misconduct
and failure to disclose material information on the part of EchoStar and its
Chairman and Chief Executive Officer, Charles W. Ergen. The counterclaims, in
which News is joined by its subsidiary American Sky Broadcasting, L.L.C., assert
that EchoStar and Ergen breached their agreements with News and failed to act
and negotiate with News in good faith. EchoStar has responded to News' answer
and denied the allegations in their counterclaims. EchoStar also has asserted
various affirmative defenses. EchoStar is vigorously defending against the
counterclaims. The case has been set for trial commencing March 1999, but that
date could be postponed.

     While EchoStar is confident of its position and believes it will ultimately
prevail, the litigation process could continue for many years and there can be
no assurance concerning the outcome of the litigation.

WIC PREMIUM TELEVISION LTD.

     On July 28, 1998, a lawsuit was filed by WIC Premium Television Ltd.
("WIC"), an Alberta corporation, in the Federal Court of Canada Trial Division,
against certain defendants which include: General Instrument Corporation, HBO,
Warner Communications, Inc., John Doe, Showtime, U.S. Satellite Broadcasting
Corporation ("USSB"), ECC and two of ECC's wholly-owned subsidiaries, Dish, Ltd.
("Dish") and Echosphere Corporation ("Echosphere"). The lawsuit seeks, among
other things, an interim and permanent injunction prohibiting the defendants
from activating receivers in Canada and from infringing any copyrights held by
WIC. It is too early to determine whether or when any other lawsuits and/or
claims will be filed. It is also too early to make an assessment of the probable
outcome of the litigation or to determine the extent of any potential liability
or damages.

     On September 28, 1998, WIC filed another lawsuit in the Court of Queen's
Bench of Alberta Judicial District of Edmonton against certain defendants, which
also include ECC, Dish, and Echosphere. WIC is a company authorized to broadcast
certain copyrighted work, such as movies and concerts, to residents of Canada.
WIC alleges that the defendants engaged in, promoted, and/or allowed satellite
dish equipment from the United States to be sold in Canada and to Canadian
residents and that some of the defendants allowed and profited from Canadian
residents purchasing and viewing subscription television programming that is
only authorized for viewing in the United States. The lawsuit seeks, among other
things, interim and permanent injunction prohibiting the defendants from
importing hardware into Canada and from activating receivers in Canada and
damages in excess of the equivalent of US $175 million. It is too early to
determine whether or when any other lawsuits and/or claims will be filed. It is
also too early to make an assessment of the probable outcome of the litigation
or to determine the extent of any potential liability or damages.


                                          14

<PAGE>



BROADCAST NETWORK PROGRAMMING

     Section 119 of the Satellite Home Viewer Act ("SHVA") authorizes EchoStar
to sell satellite-delivered network signals (ABC, NBC, CBS Fox, etc.) to
EchoStar subscribers, but only if those subscribers qualify as "unserved"
households as that term is defined in the SHVA. Historically, EchoStar obtained
broadcast network signals for distribution to its subscribers through PrimeTime
24, Joint Venture ("PrimeTime 24"). PrimeTime 24 also distributes network
signals to certain of EchoStar's competitors in the satellite industry.

     The national networks and local affiliate stations have recently challenged
PrimeTime 24's methods of selling network programming (national and local) to
consumers based upon infringement of copyright. The U.S. District Court for the
Southern District of Florida entered a nationwide injunction preventing
PrimeTime 24 from selling its programming to consumers unless the programming
was sold according to certain stipulations in the injunction. The Court also
purported to enjoin PrimeTime 24's "distributors" as well. The Plaintiff in the
Florida litigation informed EchoStar that it considered EchoStar a "distributor"
and has since threatened EchoStar with litigation.

     As a result of: (a) these rulings; (b) EchoStar's determination to sell
local network channels back into the area from which they originate; (c) 1997
adjustments to copyright royalties payable in connection with delivery of
network signals by satellite; and (d) a number of other regulatory, political,
legal, contractual and business factors, during July 1998, EchoStar ceased
delivering PrimeTime 24 programming, and began uplinking and distributing
network signals directly. EchoStar has also implemented Section 119 compliance
procedures which will materially restrict the market for the sale of network
signals by EchoStar. CBS and other broadcast networks have informed EchoStar
that they believe EchoStar's method of providing distant network programming
violates the SHVA and hence infringes their copyright.

     On October 19, 1998, EchoStar filed a declaratory judgment action in the
United States District Court for the District of Colorado against the four major
networks. In the future, EchoStar may attempt to certify a class including the
networks as well as any and all owned and operated stations and any independent
affiliates. EchoStar has asked the court to enter a judgment declaring that
EchoStar's method of providing distant network programming does not violate the
SHVA and hence does not infringe the networks' copyrights.

     Certain national television broadcast networks (and their local affiliates)
have threatened to file counter-claims or separate lawsuits against EchoStar for
both the retransmission of local-into-local and distant-into-local signals.
While to date EchoStar has not been served with a complaint, recent press
reports indicate that a lawsuit may have been filed in Miami by the networks and
their affiliates against EchoStar. In the event of a decision adverse to
EchoStar in any such litigation, significant damage awards and additional
material restrictions on the sale of network signals by EchoStar could result.
Among other things, EchoStar could be required to terminate delivery of network
signals to a material portion of its subscriber base. Further restrictions on
the sale of network channels imposed in the future could result in decreases in
subscriber activations and subscription television services revenue and an
increase in subscriber churn.

     EchoStar is subject to various other legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of management, the
amount of ultimate liability with respect to those actions will not materially
affect the financial position or results of operations of EchoStar.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS.

       27+   Financial Data Schedule.

--------------------------------

         +   Filed herewith.

(b)  REPORTS ON FORM 8-K.

         No reports on Form 8-K were filed during the third quarter of 1998.

                                          15



<PAGE>



                                   SIGNATURES

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

                    DISH, LTD.

                    By:    /s/ DAVID K. MOSKOWITZ
                           ----------------------
                           David K. Moskowitz
                           Senior Vice President, General Counsel and Secretary
                           (DULY AUTHORIZED OFFICER)

                    By:    /s/ STEVEN B. SCHAVER
                           ---------------------
                           Steven B. Schaver
                           Chief Financial Officer
                           (PRINCIPAL FINANCIAL OFFICER)

Date:  November 12, 1998