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                          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, 1996

                                          OR

   / /         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                           COMMISSION FILE NUMBER 33-76450

                                      DISH, LTD.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       NEVADA                          88-0312499
           (STATE OR OTHER JURISDICTION             (I.R.S. EMPLOYER
         OF INCORPORATION OR ORGANIZATION)         IDENTIFICATION NO.)     

             90 INVERNESS CIRCLE EAST
                ENGLEWOOD, COLORADO                      80112
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

                                    (303) 799-8222
                 (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 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 HAS BEEN SUBJECT TO SUCH 
FILING REQUIREMENTS FOR THE PAST 90 DAYS.   YES  /X/   NO  / /

ON NOVEMBER 13, 1996, REGISTRANT'S OUTSTANDING VOTING STOCK CONSISTED OF 
1,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE.

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

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<PAGE>
                             DISH, LTD. AND SUBSIDIARIES 

                                      FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                  TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION                                              PAGE
                                                                            ----
         Item 1.   Condensed Consolidated Financial Statements:

                   Balance Sheets as of December 31, 1995 
                        and September 30, 1996 (Unaudited)...................  1

                   Statements of Operations for the three months and nine
                        months ended September 30, 1995 and 1996 (Unaudited).  2

                   Statements of Cash Flows for the nine months
                        ended September 30, 1995 and 1996 (Unaudited)........  3

                   Notes to Financial Statements (Unaudited).................  5

         Item 2.   Management's Discussion and Analysis
                        of Financial Condition and Results of Operations..... 15

PART II. OTHER INFORMATION

         Item 1.   Legal Proceedings......................................... 24

         Item 6.   Exhibits and Reports on Form 8-K.......................... 25

<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (IN THOUSANDS)
                                        ASSETS     
                                               DECEMBER 31,        SEPTEMBER 30,
                                                   1995                1996     
                                               -----------         ------------
                                                                    (UNAUDITED)
CURRENT ASSETS:
    Cash and cash equivalents..................   $ 13,949             $ 12,259
    Marketable investment securities...........        210                  239
    Trade accounts receivable, net.............      9,115               18,958
    Advances to affiliates.....................      1,320                   --
    Inventories, net...........................     38,769               44,246
    Income tax receivable......................      3,870                6,527
    Deferred tax assets........................      1,834                2,457
    Subscriber acquisition costs, net..........         --               43,470
    Other current assets.......................     12,791               18,784
                                                  --------             --------
       Total current assets....................     81,858              146,940
RESTRICTED CASH AND MARKETABLE INVESTMENT SECURITIES:
    Dish Notes escrow..........................     73,291                   --
    Other......................................     26,400               41,461
PROPERTY AND EQUIPMENT, net....................    333,199              495,055
OTHER NONCURRENT ASSETS........................     44,547               60,898
                                                  --------             --------
     Total assets..............................   $559,295             $744,354
                                                  --------             --------
                                                  --------             --------

                    LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
    Trade accounts payable.....................   $ 19,063             $ 28,062
    Advances from affiliates...................         --               90,037
    Deferred programming revenue - DISH 
       Network-SM-.............................         --               63,008
    Deferred programming revenue - C-band......      5,563                4,308
    Accrued expenses and other current 
       liabilities.............................     21,335               13,750
    Notes payable and current portion of 
       long-term debt..........................      4,782               11,344
                                                  --------             --------
            Total current liabilities..........     50,743              210,509
LONG-TERM DEFERRED PROGRAMMING REVENUE - DISH 
  Network-SM-..................................         --                6,790
DISH NOTES, net................................    382,218              422,777
LONG-TERM MORTGAGE DEBT AND NOTE PAYABLE, 
  excluding current portion....................     33,444               53,842
OTHER LONG-TERM LIABILITIES....................         --                  437
                                                  --------             --------
           Total liabilities..................     466,405              694,355
                                                  --------             --------
COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDER'S EQUITY (Note 1):
    Preferred Stock, 20,000,000 and no shares 
       authorized, 1,616,681 and no shares of 
       Series A Cumulative Preferred Stock 
       issued and outstanding, including 
       accrued dividends of $1,555,000 and 
       $0, respectively........................     16,607                   --
    Class A Common Stock, $.01 par 
       value, 200,000,000 and no shares 
       authorized, 6,470,599 and no shares 
       issued and outstanding, respectively....         65                   --
    Class B Common Stock, $.01 par 
       value, 100,000,000 and no shares 
       authorized, 29,804,401 and no shares 
       issued and outstanding, respectively....        298                   --
    Common Stock, $.01 par value, 
       none and 1,000 shares authorized, 
       issued and outstanding, respectively             --                   --
    Additional paid-in capital.................     89,495              106,465
    Unrealized holding gains (losses) 
       on available-for-sale securities, net 
       of deferred taxes.......................        251                  (11)
    Retained earnings (deficit)................    (13,826)             (56,455)
                                                  --------             --------
    Total stockholder's equity.................     92,890               49,999
                                                  --------             --------
    Total liabilities and stockholder's equity.   $559,295             $744,354
                                                  --------             --------
                                                  --------             --------

                  The accompanying notes to consolidated financial 
               statements are an integral part of these balance sheets. 

                                       1
<PAGE>
                                DISH, LTD. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                     (UNAUDITED)

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED    NINE MONTHS ENDED
                                                SEPTEMBER 30,        SEPTEMBER 30,
                                             ------------------   -------------------
                                               1995      1996       1995       1996  
                                             -------   --------   --------   --------
<S>                                          <C>       <C>        <C>        <C>     
REVENUE:
  DTH products and technical services....... $39,373   $ 37,159   $110,515   $134,358
  Programming - DISH Network-SM-............      --     15,279         --     21,325
  Programming - C-band......................   3,791      2,885     11,479      9,528
  Loan origination and participation income.     442        184      1,277        676
                                             -------   --------   --------   --------
       Total revenue........................  43,606     55,507    123,271    165,887
                                             -------   --------   --------   --------
EXPENSES:                                                                    
  DTH products and technical services.......  30,803     35,254     87,619    125,532
  Programming - DISH Network-SM-............      --      6,108         --      7,877
  Programming - C-band......................   3,473      2,573     10,297      8,631
  Selling, general and administrative.......   8,268     22,887     23,454     51,967
  Depreciation and amortization.............     721     10,247      1,490     20,003
                                             -------   --------   --------   --------
       Total expenses.......................  43,265     77,069    122,860    214,010
                                             -------   --------   --------   --------
OPERATING INCOME (LOSS).....................     341    (21,562)       411    (48,123)
                                             -------   --------   --------   --------
OTHER INCOME (EXPENSE):                                                      
  Interest income...........................   3,530        954     10,131      4,233
  Interest expense, net of amounts                                           
    capitalized.............................  (5,859)    (9,055)   (18,749)   (24,146)
  Other, net................................     218        131        178         67
                                             -------   --------   --------   --------
       Total other income (expense).........  (2,111)    (7,970)    (8,440)   (19,846)
                                             -------   --------   --------   --------
NET LOSS BEFORE INCOME TAXES................  (1,770)   (29,532)    (8,029)   (67,969)
BENEFIT FOR INCOME TAXES....................     854     11,391      3,060     25,340
                                             -------   --------   --------   --------
NET LOSS.................................... $  (916)  $(18,141)   $(4,969)  $(42,629)
                                             -------   --------   --------   --------
                                             -------   --------   --------   --------
</TABLE>
                  The accompanying notes to consolidated financial 
                 statements are an integral part of these statements. 

                                       2
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN THOUSANDS)
                                     (UNAUDITED)

                                                            NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                          ---------------------
                                                            1995         1996
                                                          --------     --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.............................................   $ (4,969)   $ (42,629)
  Adjustments to reconcile net loss to net cash flows 
   from operating activities--
    Depreciation and amortization......................      1,490       20,003
    Provision for doubtful accounts....................         --          587
    Benefit for deferred taxes.........................     (6,509)     (21,330)
    Amortization of deferred debt issuance costs on 
      Dish Notes.......................................        945          945
    Amortization of discount on Dish Notes, net of 
      amounts capitalized..............................     17,455       21,139
    Equity in earnings of joint venture................        (39)          --
    Change in reserve for excess and obsolete inventory        277        2,579
    Change in long-term deferred programming revenue...         --        6,790
    Change in accrued interest on convertible 
      subordinated debentures from SSET................       (427)        (418)
    Other, net.........................................       (405)         233
    Changes in working capital items --
      Trade accounts receivable........................     (1,284)     (10,430)
      Advances (to) from affiliates, net...............         --       92,510
      Inventories......................................     (6,358)      (8,056)
      Income tax receivable............................         --       (2,657)
      Other current assets.............................       (685)      (5,993)
      Liability under cash management program..........        (57)          --
      Trade accounts payable...........................    (10,441)       8,999
      Deferred programming revenue.....................       (719)      61,753
      Accrued expenses and other current liabilities...        661        7,415
                                                          --------     --------
        Net cash flows from operating activities.......    (11,065)     131,440
                                                          --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of marketable investment securities........    (18,711)         (31)
  Sales of marketable investment securities............     41,974           --
  Purchases of restricted marketable investment 
    securities.........................................    (15,000)     (20,761)
  Funds released from restricted cash and marketable 
    investment securities - other......................         --        5,700
  Purchases of property and equipment..................     (1,700)      (8,597)
  Offering proceeds and investment earnings placed in 
    escrow.............................................     (7,570)     (10,078)
  Refund of launch payment placed in escrow............         --       (4,500)
  Funds released from escrow accounts..................     51,842       87,449
  Payments received on convertible subordinated 
    debentures from SSET...............................         --        5,252
  Expenditures for satellite systems under construction    (53,984)    (136,414)
  Investment in subscriber acquisition costs...........         --      (46,918)
  Expenditures for FCC authorizations..................         --          (25)
                                                          --------     --------
    Net cash flows from investing activities...........     (3,149)    (128,923)
                                                          --------     --------

                   The accompanying notes to consolidated financial
                 statements are an integral part of these statements. 

                                       3

<PAGE>
                             DISH, LTD. AND SUBSIDIARIES                    

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN THOUSANDS)
                                     (UNAUDITED)

                                                            NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                          ---------------------
                                                            1995         1996
                                                          --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of mortgage indebtedness and note payable....$   (167)   $(4,207)
                                                          --------    -------
      Net cash flows from financing activities............    (167)    (4,207)
                                                          --------    -------
NET DECREASE IN CASH AND CASH EQUIVALENTS................. (14,381)    (1,690)
CASH AND CASH EQUIVALENTS, beginning of period............  17,506     13,949
                                                          --------    -------
CASH AND CASH EQUIVALENTS, end of period..................$  3,125    $12,259
                                                          --------    -------
                                                          --------    -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for interest, net of amounts capitalized......$    353    $ 2,049
  Cash paid for income taxes..............................   1,311         --
  Note payable issued for deferred satellite construction 
    payments for EchoStar II..............................      --     28,000
  Satellite launch payment for EchoStar II applied to 
    EchoStar I launch.....................................      --     15,000
  Increase in note payable for deferred satellite 
    construction payments for EchoStar I..................      --      3,167
  Cumulative Series A Preferred Stock dividends...........     602         --

                   The accompanying notes to consolidated financial
                 statements are an integral part of these statements.

                                       4
<PAGE>
                            DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
                       December 31, 1995 and September 30, 1996

THIS FORM 10-Q CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING 
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND 
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THOSE 
STATEMENTS APPEAR IN A NUMBER OF PLACES IN THE FORM 10-Q AND INCLUDE 
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF ECHOSTAR 
WITH RESPECT TO, AMONG OTHER THINGS: (I) ECHOSTAR'S FINANCING PLANS; (II) 
TRENDS AFFECTING ECHOSTAR'S FINANCIAL CONDITIONS OR RESULTS OF OPERATIONS; 
(III) ECHOSTAR'S GROWTH STRATEGY; (IV) ECHOSTAR'S ANTICIPATED RESULTS OF 
FUTURE OPERATIONS; AND (V) REGULATORY MATTERS AFFECTING ECHOSTAR. PROSPECTIVE 
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD LOOKING STATEMENTS ARE NOT 
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND 
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD 
LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.

(1)      BUSINESS AND BASIS OF PRESENTATION

PRINCIPAL BUSINESS AND FINANCING ACTIVITIES

    Dish, Ltd, and subsidiaries ("Dish") is a wholly owned subsidiary of 
EchoStar Satellite Broadcasting Corporation ("ESBC"), which is a wholly owned 
subsidiary of EchoStar Communications Corporation ("EchoStar"), a publicly 
traded company on the NASDAQ National Market. Dish is one of only two direct 
broadcast satellite ("DBS") companies in the United States with the capacity 
to provide comprehensive nationwide DBS programming service in 1996. Dish's 
DBS service (the "DISH Network-SM-") commenced operations in March 1996 after 
the successful launch of its first satellite ("EchoStar I") in December 1995. 
Dish launched its second satellite ("EchoStar II") on September 10, 1996. 
Dish significantly increased the channel capacity and programming offerings 
of the DISH Network-SM- when EchoStar II became fully operational in November 
1996. Dish now provides over 120 channels of near laser disc quality digital 
video programming and over 30 channels of CD quality audio programming to the 
entire continental United States ("CONUS"). In addition to its DISH 
Network-SM- business, Dish is engaged in the design, manufacture, 
distribution and installation of satellite direct to home ("DTH") products, 
domestic distribution of DTH programming. 

    Dish's primary objective is to become one of the leading providers of 
subscription television and other satellite delivered services in the 
United States. Dish had approximately 190,000 and 250,000 subscribers to DISH 
Network-SM- programming as of September 30, 1996 and November 11, 1996, 
respectively.

    In January 1996, Dish's Articles of Incorporation were amended whereby 
EchoStar exchanged all previously outstanding capital stock of Dish for 1,000 
shares of Dish's new $.01 par value Common Stock. The accompanying September 
30, 1996 balance sheet reflects this exchange.

    In June 1994, Dish completed a public offering (the "Dish Notes 
Offering") of 12 7/8% Senior Secured Discount Notes due 2004 (the "Dish 
Notes") and Warrants (collectively, the "Dish Notes Offering"), resulting in 
net proceeds of approximately $323.3 million. Dish and its subsidiaries are 
subject to the terms and conditions of the Indenture related to the Dish 
Notes (the "Dish Notes Indenture"). Substantially all of the Warrants issued 
in connection with the Dish Notes Offering have been exercised. In June 1995, 
EchoStar completed an offering of its Class A Common Stock, resulting in net 
proceeds of approximately $63.0 million (the "Equity Offering").

    In the first quarter of 1996, EchoStar formed a wholly owned subsidiary, 
Dish Network Credit Corporation ("DNCC"), for the purpose of providing 
consumer financing for EchoStar's domestic DTH products and services. At that 
time, Dish's subsidiary that previously provided these services ceased new 
loan origination activities. In future periods Dish's revenue from loan 
origination and participation income will decline.

                                       5
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

    In March 1996, ESBC completed a private offering (the "ESBC Notes 
Offering") of 13 1/8% Senior Secured Discount Notes due 2004, resulting in 
net proceeds of approximately $337.0 million. ESBC subsequently filed a 
Registration Statement on Form S-1 to effect the exchange of those Notes for 
publicly registered debentures (the "ESBC Notes") with the same terms. 
Proceeds from the ESBC Notes Offering have been or will be used for: (i) 
continued development, marketing and distribution of the DISH Network-SM-; (ii) 
EchoStar's purchase of DBS frequencies at 148DEG.  WL (the "148 
Frequencies"); (iii) partial funding of the construction, launch and 
insurance of the satellites DBSC I ("EchoStar III") and EchoStar IV; (iv) 
additional launch costs of EchoStar II; and (v) other general corporate 
purposes. The 148 Frequencies were acquired by EchoStar at a public auction 
held by the Federal Communications Commission ("FCC") in January 1996 (the 
"FCC Auction"). In connection with the ESBC Notes Offering, EchoStar 
contributed all of the outstanding capital stock of its wholly owned 
subsidiary, Dish, to ESBC. This transaction has been accounted for as a 
reorganization of entities under common control whereby Dish has been treated 
as the predecessor to ESBC. ESBC is subject to all, and EchoStar is subject 
to certain of, the terms and conditions of the Indenture related to the ESBC 
Notes (the "ESBC Notes Indenture").

    As of September 30, 1996, EchoStar owned approximately 40% of the 
outstanding common stock of Direct Broadcasting Satellite Corporation, a 
Delaware Corporation ("DBSC"). DBSC's principal assets include an FCC 
conditional satellite construction permit and specific orbital slot 
assignments for eleven DBS frequencies at 61.5DEG.  WL and eleven DBS 
frequencies at 175DEG. WL (the "DBS Rights"). EchoStar intends to merge DBSC 
with Direct Broadcasting Satellite Corporation, a Colorado Corporation ("New 
DBSC"), a wholly owned subsidiary of EchoStar (the "DBSC Merger"). As a 
result of the DBSC Merger, EchoStar will hold, through New DBSC, DBSC's DBS 
Rights. The DBSC Merger has been approved by a majority of DBSC's 
shareholders and the FCC. EchoStar is in the process of registering shares of 
its Class A Common Stock which are expected to be issued in connection with 
the DBSC Merger. On October 25, 1996, EchoStar filed Amendment No. 3 to a 
Registration Statement on Form S-4 under the Securities Act covering 658,000 
shares of EchoStar Class A Common Stock.

BASIS OF PRESENTATION

    The accompanying unaudited condensed Consolidated Financial Statements 
have been prepared in accordance with generally accepted accounting 
principles for interim financial information and with the instructions to 
Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they 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 accruals) 
considered necessary for a fair presentation have been included. Operating 
results for the three and nine months ended September 30, 1996 are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1996. For further information, refer to the Combined and 
Consolidated Financial Statements and footnotes thereto included in Dish's 
Annual Report on Form 10-K for the year ended December 31, 1995. Certain 
prior year amounts have been reclassified to conform with the current year 
presentation.

    The accompanying consolidated financial statements include only the 
accounts of Dish and its subsidiaries and exclude all accounts of Dish's 
parent, ESBC, and its ultimate parent, EchoStar.

    Unless otherwise stated herein, or the context otherwise requires, 
references herein to Dish shall include Dish and all of its direct and 
indirect subsidiaries, and EchoStar shall include EchoStar, ESB, Dish and all 
of their direct and indirect wholly owned subsidiaries.

    The preparation of financial statements in conformity with generally 
accepted accounting principles requires the use of management 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 revenue and expenses for each 
reporting period. Actual results could differ from those estimates.

SIGNIFICANT RISKS AND UNCERTAINTIES

    The commencement of EchoStar's DBS business has dramatically changed 
EchoStar's operating results and financial position when compared to its 
historical results. EchoStar consummated the Dish Notes Offering, the ESBC 
Notes Offering and the Equity Offering to partially satisfy the capital 
requirements for the construction, launch and operation of EchoStar I, 
EchoStar II, EchoStar III and EchoStar IV. Annual interest expense on the 
Dish Notes and 

                                       6

<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

ESBC Notes and depreciation of the investment in the satellites and related 
assets is of a magnitude that exceeds historical levels of income before 
taxes. Consequently, beginning in 1995 EchoStar reported significant net 
losses and expects net losses to continue through at least 1998. As of 
September 30, 1996, EchoStar expects to invest approximately an additional 
$400 million to fund contractor financing obligations with respect to 
EchoStar I and EchoStar II and to complete the construction phase and launch 
of EchoStar III and EchoStar IV (Note 6). EchoStar's plans also include the 
financing, construction and launch of two fixed service satellites, 
additional DBS satellites and Ku-band and KuX-band satellites, assuming 
receipt of all required FCC licenses and permits.

    In August 1996, Dish introduced a nationwide marketing promotion (the 
"EchoStar Promotion") which offers a standard EchoStar Receiver System to 
consumers for $199 (as compared to the original average retail cost price in 
March 1996 of approximately $499), conditioned upon the consumer's prepaid 
purchase of one year of America's Top 40 CD-SM- programming package 
(America's Top 50 CD-SM- programming package effective November 1, 1996) for 
approximately $300. The EchoStar Promotion has significantly increased the 
affordability of EchoStar Receiver Systems for consumers. The primary 
purposes of the EchoStar Promotion are to rapidly build a subscriber base, to 
expand retail distribution of Dish's products and to build consumer awareness 
of the DISH Network-SM- brand. This promotion is consistent with and 
emphasizes Dish's long-term business strategy which focuses on generating the 
majority of its future revenue through sales of DISH Network-SM- programming 
to a substantial subscriber base. The EchoStar Promotion requires significant 
investment by Dish to acquire subscribers, but Dish believes the investment 
is fully recoverable from the DBS programming revenues so expected to be 
generated. Dish receivers process only DISH Network-SM- signals because of 
the proprietary encryption technology employed. Consequently, the satellite 
receivers and other reception equipment can not be utilized with competitors' 
DBS systems, and unlike the cellular phone industry, subscribers can not 
seamlessly migrate to alternative DBS providers. Further, based on high DBS 
industry consumer satisfaction ratings, initial feedback from consumers and 
dealers and low Dish subscriber turnover rates, Dish anticipates high service 
renewal rates leading to an expected average minimum subscriber life of at 
least three years. However, as renewal data for subscribers to the Dish 
Network-SM- is not yet available, among other things, Dish has elected to 
amortize its subscriber acquisition costs over a one year period. This 
amortization period is equal to the term of the prepaid programming package 
under the EchoStar Promotion. As Dish's DISH Network-SM- subscriber base 
matures and Dish develops a history of renewal rates, this amortization 
period may be adjusted to reflect the expected average minimum life of a 
subscriber. In addition, EchoStar's experience to date is that a majority of 
subscribers buy additional a majority of DISH Network-SM- subscribers have 
purchased premium and Pay-Per-View programming for incremental amounts over 
above the prepaid minimum required by the EchoStar Promotion, which reduces 
the time necessary to recover the average investment per subscriber. Dish's 
present marketing strategy is based on current and anticipated competitive 
conditions which may change, and such changes could be adverse to Dish.

    Dish has agreements with two manufacturers to supply DBS receivers for 
Dish. Only one of the manufacturers has produced a receiver acceptable to 
Dish. Dish previously deposited $10.0 million with the non-performing 
manufacturer and has an additional $15.0 million in an escrow account (the 
"Non-performing Manufacturer Escrow Account") as security for Dish's payment 
obligations under that contract. Dish has given this non-performing 
manufacturer notice of its intent to terminate the contract, and therefore 
and has filed suit against that manufacturer. Consequently, Dish is currently 
dependent on one manufacturing source for its receivers. Since Dish has given 
the non-performing manufacturer notice of its intent to terminate the 
contract, Dish has not included amounts due under the contract in Dish's 
future purchase commitments. The performing manufacturer is presently 
manufacturing receivers in sufficient quantities to meet currently expected 
demand. If Dish's sole manufacturer is unable for any reason to produce 
receivers in a quantity sufficient to meet demand, Dish's liquidity and 
results of operations would be adversely affected. There can be no assurance 
Dish will be able to recover any amounts deposited with the non-performing 
manufacturer or held in escrow.

    EchoStar expects net losses to continue as it builds its subscription 
television business, and therefore, absent additional capital, EchoStar expects
negative stockholders' equity to will result before December 31, 1997. 
EchoStar's expected net losses will result primarily from: (i) the amortization
of the original issue discount on the Dish Notes and ESBC Notes; (ii) 

                                       7
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

increases in depreciation expense on the satellites and other fixed assets; 
(iii) amortization of subscriber acquisition costs; and (iv) increases in 
selling, general and administrative expenses to support the DISH Network-SM-. 
Although a negative equity position has significant implications, including, 
but not limited to, non-compliance with NASDAQ National Market listing 
criteria, EchoStar believes this event will not materially affect the 
implementation and execution of its business strategy. When EchoStar ceases 
to satisfy NASDAQ's National Market listing criteria, EchoStar's Common Stock 
will be subject to being delisted unless an exception is granted by the 
National Association of Securities Dealers. If an exception were not granted, 
trading in EchoStar Common Stock would thereafter be conducted in the 
over-the-counter market. Consequently, it an investor may find it would be 
more difficult to dispose of, or to obtain accurate quotations as to the 
price of, the EchoStar Common Stock. Delisting would result in a decline in 
EchoStar's Common Stock trading market which could potentially depress stock 
and bond prices, among other things.

    As a result of the factors discussed above, EchoStar will need to raise 
additional capital to complete the construction and launch of EchoStar III 
and EchoStar IV. There can be no assurance that necessary funds will be 
available or, if available, that they will be available on terms favorable to 
EchoStar. In anticipation of its future capital requirements and in order to 
fully implement its business strategy, EchoStar regularly examines, and is 
currently examining, opportunities to expand its DBS business, technology 
base and product lines through means such as licenses, joint ventures, 
strategic alliances, strategic investments and acquisitions of assets or 
ongoing businesses. Currently, EchoStar has not made a commitment to any new 
strategic transaction. At any time, however, EchoStar may agree to enter into 
a new strategic transaction. Should EchoStar agree to enter into a new 
strategic transaction, there can be no assurance as to the terms or timing of 
the transaction, whether the transaction will be consummated or whether the 
transaction would improve EchoStar's financial condition, results of 
operations, business or prospects in any material manner. Further increases 
in the investment in subscriber acquisition costs, inadequate supplies of DBS 
receivers or significant delays or launch failures would significantly and 
adversely affect EchoStar's operating results and financial condition.

(2) SUPPLEMENTAL ANALYSIS
CASH AND CASH EQUIVALENTS

    Dish considers all investments purchased with an original maturity of 
ninety days or less to be cash equivalents. Cash equivalents as of December 
31, 1995, and September 30, 1996 consist of money market funds, corporate 
notes and commercial paper stated at cost which equates to market value.

RESTRICTED CASH AND MARKETABLE INVESTMENT SECURITIES

    Dish classifies all marketable investment securities as 
available-for-sale. Accordingly, these investments are reflected at market 
value based on quoted market prices. Related unrealized gains and losses are 
reported as a separate component of stockholders' equity, net of related 
deferred income taxes. The specific identification method is used to 
determine cost in computing realized gains and losses.

    Restricted Cash and Marketable Investment Securities in escrow as 
reflected on the accompanying consolidated balance sheets represented the 
remaining net proceeds received from the Dish Notes Offering, plus interest 
earned, less amounts expended to date in connection with the development, 
construction and continued growth of the DISH Network-SM-. These proceeds were 
held in a separate escrow account (the "Dish Escrow Account") for the benefit 
of the holders of the Dish Notes, and were invested in certain debt and other 
marketable investment securities, as permitted by the Dish Notes Indenture, 
until disbursed for the express purposes identified in the Dish Notes 
Offering Prospectus. As of September 30, 1996, all proceeds from the Dish 
Notes Offering, plus interest earned thereon, had been disbursed for purposes 
identified in the Dish Notes Offering Prospectus.

    Other Restricted Cash includes $11.4 million and $5.7 million at December 
31, 1995 and September 30, 1996, respectively, to satisfy certain covenants 
in the Dish Notes Indenture regarding launch insurance for EchoStar I and 

                                       8
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

EchoStar II. In addition, as of December 31, 1995 and September 30, 1996, 
$15.0 million was in the Non-Performing Manufacturer Escrow Account 
established pursuant  to a DBS receiver manufacturing contract for payment to 
the manufacturer as certain milestones are reached Account. As of September 
30, 1996, approximately $20.0 million was in a separate escrow account 
established pursuant to a second DBS receiver manufacturing agreement, 
covering EchoStar's payment obligations and. Additionally, approximately 
$750,000 was in an escrow account for the purpose of cash collateralizing 
standby letters of credit to a vendor. The major components of Restricted 
Cash and Marketable Investment Securities are as follows (in thousands):

                            DECEMBER 31, 1995            SEPTEMBER 30, 1996     
                       ---------------------------  ----------------------------
                                UNREALIZED                    UNREALIZED        
                       AMORTIZED HOLDING    MARKET  AMORTIZED  HOLDING   MARKET 
                         COST     GAIN      VALUE     COST      GAIN     VALUE  
                       --------- --------- -------  --------- ---------- -------
Commercial paper........$66,214   $  --    $66,214  $40,711   $  --      $40,711
Government bonds........ 32,904     420     33,324       --      --           --
Certificates of deposit.     --      --         --      750      --          750
Accrued interest........    153      --        153       --      --           --
                        -------    ----    -------  -------   ------     -------
                        $99,271    $420    $99,691  $41,461   $  --      $41,461
                        -------    ----    -------  -------   ------     -------
                        -------    ----    -------  -------   ------     -------

INVENTORIES

    Inventories are stated at the lower of cost or market value. Cost is 
determined using the first-in, first-out ("FIFO") method. Proprietary 
products are manufactured by outside suppliers to Dish's specifications. Dish 
also distributes non-proprietary products purchased from other manufacturers. 
Manufactured inventories include materials, labor and manufacturing overhead. 
Cost of other inventories includes parts, contract manufacturers' delivered 
price, assembly and testing labor, and related overhead, including handling 
and storage costs. The major components of inventory were as follows (in 
thousands):

                                                     DECEMBER 31,  SEPTEMBER 30,
                                                         1995          1996
                                                     ------------  ------------
    EchoStar Receiver Systems.........................  $    --      $20,878
    DBS receiver components...........................    9,615       11,544
    Consigned DBS receiver components.................       --        6,633
    Finished goods - C-band...........................   11,161        4,246
    Finished goods - International....................    9,297        3,518
    Competitor DBS Receivers..........................    9,404           --
    Spare parts.......................................    2,089        2,199
    Reserve for excess and obsolete inventory.........   (2,797)      (4,772)
                                                        -------      -------
                                                        $38,769      $44,246
                                                        -------      -------
                                                        -------      -------
SUBSCRIBER ACQUISITION COSTS

    To attract subscribers to the DISH Network-SM-, Dish has sponsored certain 
sales promotions through Dish's various distribution outlets. EchoStar 
effectively allows consumers to buy Currently, Dish has chosen to reduce the 
retail price of Dish's proprietary DBS reception equipment at less than cost 
if they when consumers subscribe to and prepay for DISH Network-SM- programming 
service for a minimum of one year. Transaction proceeds to Dish applicable to 
the DISH Network-SM- programming (a minimum of $300 per subscriber) are 
deferred and recognized as revenue over the period of service. The remaining 
transaction proceeds are recognized as equipment revenue on shipment and an 
equal amount is charged to expense. TDish's investment in each subscriber is 
equal to the cost of the equipment, less any remaining non-programming 
transaction proceeds to EchoStar, measures EchoStar's investment in each  new 
subscriber Dish. This amount is deferred and is being amortized over a one 
year period, which is equal to the length of the programming 

                                       9
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

package available under the EchoStar Promotion. As Dish's DISH Network-SM- 
subscriber base matures and Dish develops a history of renewal rates, this 
amortization period may be adjusted to reflect the expected average minimum 
life of a subscriber. Amortization of subscriber acquisition costs for the 
three and nine months ended September 30, 1996 was approximately $3.3 million 
and $3.4 million, respectively.

PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost less accumulated depreciation. 
Cost includes interest capitalized on the EchoStar DBS System during 
construction at Dish's effective borrowing rate. The major components of 
property and equipment were as follows (in thousands):

                                      ESTIMATED
                                     USEFUL LIFE   DECEMBER 31,   SEPTEMBER 30,
                                      (IN YEARS)       1995            1996
                                     ------------  -----------    -------------
    Construction in progress...........      --      $282,373        $225,948
    EchoStar I satellite...............      12            --         201,607
    Furniture, fixtures and equipment..    2-12        35,127          65,309
    Buildings and improvements.........    7-40        21,006          21,620
    Tooling and other..................       2         2,039           4,382
    Land...............................      --         1,613           1,613
    Vehicles...........................       7         1,310           1,325
                                                     --------        --------
       Total property and equipment....               343,468         521,804 
         Less-Accumulated depreciation.               (10,269)        (26,749)
                                                     --------        --------
         Net property and equipment....              $333,199        $495,055 
                                                     --------        --------
                                                     --------        --------

    Construction in progress primarily includes capitalized costs related to 
the construction, insurance and launch of EchoStar II, which was launched in 
September 1996 and became fully operational in November 1996. Construction in 
progress consisted of the following (in thousands):

                                                  DECEMBER 31,    SEPTEMBER 30,
                                                      1995            1996
                                                  ------------    -------------
    Progress amounts for satellite construction, 
      launch, launch insurance, capitalized 
      interest, launch and in-orbit tracking, 
      telemetry and control services:
        EchoStar I..............................   $193,629       $      --
        EchoStar II.............................     88,634         225,948
        Other...................................        110              --
                                                   --------        --------
                                                   $282,373        $225,948
                                                   --------        --------
                                                   --------        --------

                                       10
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

OTHER NONCURRENT ASSETS

    The major components of other noncurrent assets were as follows (in
thousands):

                                                  DECEMBER 31,    SEPTEMBER 30,
                                                      1995            1996
                                                  ------------    -------------
    Deferred tax assets, net....................    $12,109         $32,976
    FCC authorizations, net of amortization.....     11,309          12,450
    Dish Notes deferred debt issuance costs, 
      net of amortization.......................     10,622           9,692
    SSET convertible subordinated debentures and
      accrued interest..........................      9,610           4,776
    Other, net..................................        897           1,004
                                                    -------         -------
                                                    $44,547         $60,898
                                                    -------         -------
                                                    -------         -------

FCC AUTHORIZATIONS

    FCC authorizations are recorded at cost and are amortized using the 
straight-line method. Amortization begins at the time the related satellite 
becomes operational, or capitalized costs are written off at the time efforts 
to provide services are abandoned. FCC authorization costs are amortized over 
12 years, the expected useful life of the related satellite.

DEFERRED PROGRAMMING REVENUE

    Deferred programming revenue consists principally of prepayments received 
from subscribers to the DISH Network-SM- programming which are recognized as 
revenue in the period the programming is provided. Dish similarly defers 
prepayments received from subscribers to C-band programming sold by Dish as 
an authorized distributor.

    Dish also receives advance payments from certain programming providers 
for carriage on the DISH Network-SM- which are deferred and recognized as 
revenue on a straight-line basis over the contract term.

INTEREST EXPENSE

    Interest expense, net of amounts capitalized, on the accompanying income 
statements includes: (i) amortization of original issue discount on the Dish 
Notes and the ESBC Notes; (ii) interest expense on contractor financing of 
EchoStar I; (iii) interest expense on corporate mortgage indebtedness; and 
(iv) discounts on accounts receivable for EchoStar Receiver Systems and DISH 
Network-SM- programming which have been sold without credit recourse to third 
party financing groups.

(3)  LONG-TERM DEBT

DISH NOTES

    During June 1994, Dish completed the Dish Notes Offering of 624,000 units 
consisting of $624.0 million aggregate principal amount of the Dish Notes and 
3,744,000 Warrants. The Dish Notes Offering resulted in net proceeds to Dish 
of approximately $323.3 million. Substantially all of the Warrants issued in 
connection with the Dish Notes Offering have been exercised. Interest on the 
Dish Notes currently is not payable in cash but accrues through June 1, 1999, 
with the Dish Notes accreting to $624.0 million by that date. Thereafter, 
interest on the Dish Notes will be payable in cash semi-annually on June 1 
and December 1 of each year, commencing December 1, 1999. At September 


                                       11
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS          
                             (CONTINUED)

30, 1996, the Dish Notes were reflected in the accompanying financial 
statements at $422.8 million, net of unamortized discount of $201.2 million.

(4)      BANK CREDIT FACILITY AND LETTERS OF CREDIT



    From May 1994 to May 1996, the principal subsidiaries of Dish, other than 
EchoStar Satellite Corporation (the "Borrowers"), were parties to an 
agreement with Bank of America Illinois, which provided a revolving credit 
facility (the "Credit Facility") for working capital advances and for letters 
of credit necessary for inventory purchases and satellite construction 
payments. The Credit Facility expired in May 1996 and EchoStar does not 
currently intend to arrange a replacement credit facility.

(5) INCOME TAXES

    The components of the benefit for income taxes were as follows (in 
thousands):
                                           THREE MONTHS ENDED  NINE MONTHS ENDED
                                              SEPTEMBER 30,      SEPTEMBER 30,
                                           ------------------  -----------------
                                               1995     1996      1995     1996
                                             -------- -------   -------  -------
    Current (provision) benefit                                 
       Federal..............................$  (635) $(1,018)  $(2,233) $ 3,919
       State................................   (180)      97      (549)     278
       Foreign..............................   (216)     (67)     (667)    (187)
                                            -------  -------   -------  -------
                                             (1,031)    (988)   (3,449)   4,010
                                            -------  -------   -------  -------
    Deferred benefit                                            
       Federal..............................  1,594   11,957     5,410   19,916
       State................................    291      422     1,099    1,414
                                            -------  -------   -------  -------
                                              1,885   12,379     6,509   21,330
                                            -------  -------   -------  -------
          Total benefit.....................$   854  $11,391   $ 3,060  $25,340
                                            -------  -------   -------  -------
                                            -------  -------   -------  -------

    Dish's deferred tax assets (approximately $35.4 million at September 30, 
1996) relate principally to temporary differences for amortization of 
original issue discount on the Dish Notes, net operating loss carryforwards 
and various accrued expenses which are not deductible until paid. No 
valuation allowance has been provided because Dish currently believes it is 
more likely than not that these deferred assets will ultimately be realized. 
If future operating results differ materially and adversely from Dish's 
current expectations, its judgment regarding the need for a valuation 
allowance may change.

(6) OTHER COMMITMENTS AND CONTINGENCIES

SATELLITE CONTRACTS

    EchoStar has contracted with Lockheed Martin Corporation ("Martin") for 
the construction and delivery of high powered DBS satellites and for related 
services. Martin constructed both EchoStar I and EchoStar II and is in the 
construction phase on EchoStar III and EchoStar IV. The construction contract 
for EchoStar III includes a PER DIEM penalty of $3,333, to a maximum of 
$100,000, if EchoStar III is not delivered by July 31, 1997. Beginning 
September 1, 1997, additional delays in the delivery of EchoStar III would 
result in additional PER DIEM penalties of $33,333, up to a maximum of $5.0 
million in the aggregate. The contract for EchoStar IV includes a PER DIEM 
penalty of $50,000, to a maximum of $5.0 million in the aggregate, if 
EchoStar IV is not delivered by February 15, 1998. The contract also contains 
a provision whereby Martin is entitled to an early delivery incentive payment 
of $50,000 for each day before February 15, 1998 the satellite is delivered 
to the launch site of Baikonur, Kazakhstan, up to a maximum of $5.0 million 
in the aggregate. This contract also contains an option provision which 
allows EchoStar commence the construction phase of a fifth DBS satellite 
("EchoStar V").

                                       12
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

    EchoStar is utilizing $28.0 million of contractor financing for EchoStar 
II. The contractor financing for EchoStar II bears interest at 8.25% and is 
payable in equal monthly principal and interest installments are due over 
five years following launch. Contractor financing of $15.0 million each will 
be used for EchoStar III and EchoStar IV. Interest on the contractor 
financing for EchoStar III and EchoStar IV will range between 7.75% and 8.25% 
and principal and interest payments are, with equal monthly installments due 
over five years following the launch of the respective satellite.

    EchoStar has entered into a contract for launch services with Lockheed 
Martin Commercial Launch Services, Inc. ("Lockheed") for the launch of 
EchoStar III from Cape Canaveral Air Station, Florida during the fall of 
1997, subject to delay or acceleration in certain circumstances (the 
"Lockheed Contract"). The Lockheed Contract provides for launch of the 
satellite utilizing an Atlas IIAS launch vehicle. EchoStar has made an 
initial payment to Lockheed of $5.0 million and the remaining price is 
payable in installments in accordance with the payment schedule set forth in 
the Lockheed Contract, which requires that substantially all payments be made 
to Lockheed prior to the launch.

    In July 1996, EchoStar and Martin amended the contracts for the 
construction of EchoStar I and EchoStar II. As collateral security for 
contractor financing of EchoStar I and EchoStar II, EchoStar was required to 
provide a letter of credit prior to the launch of EchoStar II in the amount 
of $10 million (increasing to more than $40 million by 1999) and the 
principal stockholder of EchoStar pledged all of his Preferred Stock to 
Martin ("Preferred Stock Guarantee"). Under the amended agreements, EchoStar 
issued a corporate guarantee covering all obligations to Martin with respect 
to the contractor financing for EchoStar I and EchoStar II. In consideration 
for the receipt of the corporate guarantee by EchoStar, Martin has agreed to 
eliminate the letter of credit requirements, and to release the Preferred 
Stock Guarantee in accordance with a specified formula based on the then 
outstanding contractor financing debt and the market value of EchoStar's 
Class A Common Stock. This transaction has been approved by EchoStar's board 
of directors with EchoStar's principal stockholder abstaining from the vote. 
Additionally, EchoStar will issue a corporate guarantee covering all 
obligations to Martin with respect to the contractor financing for EchoStar 
III and EchoStar IV.

    EchoStar has contracted with Lockheed-Khrunichev-Energia-International, 
Inc. ("LKE") for the launch of EchoStar IV during 1998 from the Kazakh 
Republic, a territory of the former Soviet Union, utilizing a Proton launch 
vehicle (the "LKE Contract"). Either party may request a delay in the launch 
period, subject to the payment of penalties based on the length of the delay 
and the proximity of the request to the launch date. EchoStar has paid LKE 
$20.0 million pursuant to the LKE Contract. No additional payments are 
currently required to be made to LKE until 1997.

    In connection with the satellite contracts discussed above and other 
related commitments, in the fourth quarter of 1996 EchoStar expects to 
expend: (i) approximately $3.9 million for contractor financing on EchoStar I 
and EchoStar II; (ii) approximately $19.0 million in connection with the 
launch of EchoStar III; (iii) approximately $37.0 million for construction of 
EchoStar III and EchoStar IV; and (iv) approximately $41.8 million for the 
purchase of the 148 Frequencies. Funds for these expenditures are expected to 
come from the ESBC Notes Escrow Account and available cash and marketable 
investment securities. Beyond 1996, EchoStar will expend approximately $68.7 
million on contractor financing debt related to EchoStar I and EchoStar II. 
Additionally, EchoStar has committed to expend approximately an additional 
$260 million to build, launch and support EchoStar III and EchoStar IV in 
1997 and beyond. In order to continue to build, launch and support EchoStar 
III and EchoStar IV beyond the first quarter of 1997, EchoStar will need 
additional capital. Even if EchoStar terminates the construction contracts 
with Martin for the construction of EchoStar III and EchoStar IV, EchoStar 
will still need additional capital as a result of termination penalties 
contained in the contracts. There can be no assurances that additional 
capital will be available, or, if available, that it will be available on 
terms favorable to EchoStar.

PURCHASE COMMITMENTS

    Dish has entered into agreements with various manufacturers to purchase DBS
receivers and related components manufactured based on Dish's supplied
specifications. As of September 30, 1996 the remaining 

                                       13
<PAGE>
                             DISH, LTD. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (CONTINUED)

commitments total approximately $148.7 million. As described previously, Dish 
has agreements with two manufacturers to supply DBS receivers for Dish. Only 
one of the manufacturers has produced a receiver acceptable to Dish. Since 
Dish has given the non-performing manufacturer notice of its intent to 
terminate the contract and has filed suit against that manufacturer, Dish has 
not included amounts due under the contract in Dish's purchase commitments. 
At September 30, 1996, the total of all outstanding purchase order 
commitments with domestic and foreign suppliers was approximately $150.0 
million. All but approximately $19.2 million of the purchases related to 
these commitments are expected to be made during 1996 and the remainder are 
expected to be made during 1997. Dish expects to finance these purchases from 
available cash, marketable investment securities and sales of its DISH 
Network-SM- programming.

OTHER RISKS AND CONTINGENCIES 

    EchoStar is subject to 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 these actions will not materially affect 
the financial position or results of operations of EchoStar or Dish.

(7) SUMMARY FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS

    The Dish Notes are fully, unconditionally and jointly and severally 
guaranteed by all subsidiaries of Dish (collectively, the "Dish Notes 
Guarantors"), except for certain de minimis domestic and foreign 
subsidiaries. The consolidated net assets of Dish, including the 
non-guarantors, exceeded the consolidated net assets of the Dish Notes 
Guarantors by approximately $277,000 and $134,000 as of December 31, 1995 and 
September 30, 1996, respectively.

                                       14
<PAGE>
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

    Dish currently operates three related businesses: (i) operation of the 
DISH Network-SM- and the EchoStar DBS System; (ii) design, manufacture, 
marketing, installation and distribution of DTH products worldwide; and (iii) 
domestic distribution of DTH programming. During March 1996 Dish began 
broadcasting and selling programming packages available from the DISH 
Network-SM-. Dish expects to derive its future revenue principally from 
periodic subscription fees for DISH Network-SM- programming and, to a lesser 
extent, from the sale of equipment. The growth of DBS service and equipment 
sales has had and will continue to have a material negative impact on Dish's 
domestic sales of C-band DTH products; however this negative impact has been 
more than offset for the nine months ended September 30, 1996 by sales of 
EchoStar Receiver Systems. As sales of Dish DBS programming and receivers 
increase, Dish expects the decline in its sales of domestic C-band DTH 
products to continue at an accelerated rate.

    Dish generally bills for DISH Network-SM- programming periodically in 
advance and recognizes revenue as service is provided. DISH Network-SM- 
revenue is a function of: (i) the number of subscribers; (ii) the mix of 
programming packages selected by subscribers; (iii) the rates charged 
subscribers; (iv) revenue from ancillary programming activities (such as 
Pay-Per-View) and; and (v) revenue from satellite usage time agreements. DBS 
programming costs are generally based upon the number of subscribers to each 
programming offering; however, certain programmers pay EchoStar for carriage 
of their signals. Since August 1996, Dish has introduced several marketing 
promotions, the most significant of which is a nationwide marketing promotion 
(the "EchoStar Promotion") which offers a standard EchoStar Receiver System 
to consumers for $199 (as compared to the original average retail price in 
March 1996 of approximately $499), conditioned upon the consumer's prepaid 
purchase of one year of America's Top 40 CD-SM- programming package 
(America's Top 50 CD-SM- programming package effective November 1, 1996) for 
approximately $300. The EchoStar Promotion has significantly increased the 
affordability of EchoStar Receiver Systems for consumers. The primary 
purposes of the EchoStar Promotion are to rapidly build a subscriber base, to 
expand retail distribution of Dish's products and to build consumer awareness 
of the DISH Network-SM- brand. This promotion is consistent with and 
emphasizes Dish's long-term business strategy which focuses on generating the 
majority of its future revenue through sales of DISH Network-SM- programming 
to a substantial subscriber base. The EchoStar Promotion requires significant 
investment by Dish to acquire subscribers, Dish believes the investment is 
fully recoverable from the DBS programming revenues expected to be generated. 
Dish receivers process only DISH Network-SM- signals because of the 
proprietary encryption technology employed. Consequently, the satellite 
receivers and other reception equipment can not be utilized with competitors' 
DBS systems, and unlike the cellular phone industry, subscribers can not 
seamlessly migrate to alternative DBS providers. Further, based on high DBS 
industry consumer satisfaction ratings, initial feedback from consumers and 
dealers and low Dish subscriber turnover rates, Dish anticipates high service 
renewal rates leading to an expected average minimum subscriber life of at 
least three years. However, as renewal data for subscribers to the DISH 
Network-SM- is not yet available, among other things, Dish has elected to 
amortize its subscriber acquisition costs over a one year period. This 
amortization period is equal to the term of the prepaid programming package 
under the EchoStar Promotion. As Dish's DISH Network-SM- subscriber base 
matures and Dish develops a history of renewal rates, this amortization 
period may be adjusted to reflect the expected average minimum life of a 
subscriber. In addition, EchoStar's experience to date is that a majority of 
subscribers buy additional a majority of DISH Network-SM- subscribers have 
purchased premium and Pay-Per-View programming for incremental amounts over 
above the prepaid minimum required by the EchoStar Promotion, which reduces 
the time necessary to recover the average investment per subscriber. Dish's 
present marketing strategy is based on current and anticipated competitive 
conditions which may change, and such changes could be adverse to Dish. 
Future changes in marketing strategy may include additional promotions, 
including promotions geared toward further increasing the affordability of 
EchoStar Receiver Systems and related accessories,  which, among other 
things, which could increase Dish's investment in its subscriber base.

                                       15
<PAGE>
RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE AND NINE 
MONTHS ENDED SEPTEMBER 30, 1995

    REVENUE. Total revenue for the three and nine months ended September 30, 
1996 was $55.5 million and $165.9 million, respectively, an increase of $11.9 
million, or 27%, and $42.6 million, or 35%, respectively, as compared to 
total revenue for the three and nine months ended September 30, 1995 of $43.6 
million and $123.3 million, respectively. Revenue from domestic sales of DTH 
products for the three and nine months ended September 30, 1996 was $29.1 
million and $104.0 million, respectively, an increase of $3.3 million, or 
13%, and $38.3 million, or 58%, respectively, as compared to the same periods 
in 1995. The increase in domestic revenue was primarily due to $22.3 million 
and $74.0 million in revenue from the sale of EchoStar Receiver Systems 
during the three and nine months ended September 30, 1996, respectively. 
There were no EchoStar Receiver System sales during the comparable periods in 
1995. The increases in domestic revenue were offset by a decrease of $5.7 
million, or 48%, and $14.1 million, or 44%, in revenue from sales of C-band 
satellite receivers and related accessories, during the three and nine months 
ended September 30, 1996, respectively, as compared to the same periods in 
1995. Additionally, domestic revenue generated from satellite receivers sold 
for a competitor's DBS system ("Competitor DBS Receivers") decreased 
approximately $10.2 million, or 100%, and $15.0 million, or 65%, for the 
three and nine months ended September 30, 1996, respectively, compared to the 
same periods in 1995. There was no revenue and $8.0 million of revenue from 
Competitor DBS Receiver sales for the three and nine months ended September 
30, 1996, respectively, as compared to $10.2 million and $23.0 million for 
the same periods in 1995. The increases in domestic revenue were also 
partially offset by a decrease of $3.0 million, or 82%, and $6.6 million, or 
63%, in revenue from sales of non-proprietary descrambler modules, during the 
three and nine months ended September 30, 1996, as compared to the same 
periods in 1995. The domestic market for C-band DTH products continued to 
decline during the three and nine months ended September 30, 1996, and this 
decline will continue to accelerate with the growth of DBS service and 
equipment sales. Consistent with the increases in revenue noted above, Dish 
has experienced a corresponding increase in trade accounts receivable at 
September 30, 1996, and expects this trend to continue as Dish develops 
additional channels of equipment distribution.

    Domestically, Dish sold approximately 160,000 and 315,000 satellite 
receivers in the three and nine months ended September 30, 1996, 
respectively, an increase of 321% and 246%, respectively, as compared to 
approximately 38,000 and 91,000 satellite receivers, respectively, for the 
same periods in 1995. Of the total number of satellite receivers sold for the 
three and nine months ended September 30, 1996, approximately 154,000 and 
274,000, respectively, were EchoStar Receiver Systems. EchoStar Receiver 
System revenue represented approximately 39% and 43%, respectively, of total 
revenue for the three and nine months ended September 30, 1996. Although 
there was a significant increase in the number of satellite receivers sold in 
1996 as compared to 1995, overall revenue did not increase proportionately as 
a result of the revenue recognition policy being applied to satellite 
receivers sold under the EchoStar Promotion combined with an approximate 26% 
reduction in the average selling price of C-band satellite receivers. During 
the promotional period, Dish is recognizing substantially less DTH product 
revenue and expense related to EchoStar Receiver Systems sold pursuant to the 
EchoStar Promotion. EchoStar effectively allows consumers to buy Currently, 
Dish has chosen to reduce the retail price of Dish's proprietary DBS 
reception equipment at less than cost if they when consumers subscribe to and 
prepay for DISH Network-SM- programming service for a minimum of one year. 
Transaction proceeds to Dish applicable to the DISH Network-SM- programming (a 
minimum of $300 per subscriber) are deferred and recognized as revenue over 
the period of service. The remaining transaction proceeds are recognized as 
equipment revenue on shipment and an equal amount is charged to expense. 
TDish's investment in each subscriber is equal to the cost of the equipment, 
less any remaining non-programming transaction proceeds to Dish, measures 
EchoStar's investment in each new subscriber. This amount is deferred and is 
being amortized over a one year period, which is equal to the term of the 
prepaid programming package under the EchoStar Promotion. As Dish's DISH 
Network-SM- subscriber base matures and Dish develops a history of renewal 
rates, this amortization period may be adjusted to reflect the expected 
average minimum life of a subscriber. This promotion is consistent with and 
emphasizes Dish's long-term business strategy which focuses on generating the 
majority of its future revenue through sales of DISH Network-SM- programming to 
a substantial subscriber base.

                                       16
<PAGE>

    Also included in the number of satellite receivers sold for the nine 
months ended September 30, 1996 are approximately 19,000 Competitor DBS 
Receivers as compared to 40,000, for the same period in 1995. During the nine 
months ended September 30, 1996, the Competitor DBS Receivers were sold at an 
approximate 25% reduction in the average selling price as compared to the 
nine months ended September 30, 1995. Competitor DBS Receiver revenue 
represented approximately 5% of total revenue for the nine months ended 
September 30, 1996. Dish's agreement to distribute Competitor DBS Receiver 
systems terminated on December 31, 1995 and during the first half of 1996, 
Dish sold all of its remaining inventory of Competitor DBS Receivers. The 
elimination of Competitor DBS Receiver inventory has been more than offset by 
a substantial increase in inventory of EchoStar Receiver Systems and related 
components, the sale of which has more than offset the elimination of revenue 
derived from the sale of Competitor DBS Receivers.

    DISH Network-SM- programming revenue was $15.3 million and $21.3 million 
for the three and nine months ended September 30, 1996, respectively. Since 
Dish did not begin broadcasting and selling programming packages available on 
the DISH Network-SM- service until March 1996, there was no DISH Network-SM- 
programming revenue generated during the comparable periods in 1995. DISH 
Network-SM- programming revenue represented 27% and 12% of total revenue for 
the three and nine months ended September 30, 1996, respectively. In future 
periods, Dish expects these percentages to continue to increase as Dish 
expands its DISH Network-SM- subscriber base. Dish had approximately 190,000 
and 250,000 subscribers to DISH Network-SM- programming as of September 30, 
1996 and November 11, 1996, respectively.

    C-band programming revenue was $2.9 million and $9.5 million for the 
three and nine months ended September 30, 1996, respectively, a decrease of 
$906,000, or 24%, and $2.0 million, or 17%, compared to the same periods in 
1995. The decrease is attributable to the industry-wide decline in domestic 
C-band equipment sales and the related decline in domestic C-band programming 
revenue. This decline in C-band equipment sales and the related programming 
revenue is expected to continue and accelerate for the foreseeable future. 
The decline in C-band DTH programming revenue in 1996 has been more than 
offset by sales of DISH Network-SM- programming.

    Loan origination and participation income for the three and nine months 
ended September 30, 1996 was $184,000 and $676,000, respectively, a decrease 
of $258,000, or 58%, and $601,000, or 47%, respectively, compared to the same 
periods in 1995. The decrease in loan origination and participation income 
for the three and nine months ended September 30, 1996 was primarily due to 
the formation of DNCC, a wholly owned subsidiary of EchoStar, in the first 
quarter of 1996. EchoStar formed DNCC to provide consumer financing of 
EchoStar's domestic DTH products and services. Concurrent with the formation 
of DNCC, Dish's subsidiary which previously provided these services ceased 
new loan origination activities. In future periods, revenue from loan 
origination and participation income will continue to decline.

    Revenue from international sales of DTH products for the three and nine 
months ended September 30, 1996 was $8.0 million and $30.3 million, 
respectively, a decrease of $5.5 million, or 41%, and $14.5 million, or 32%, 
respectively, as compared to the same periods in 1995. The decrease is 
directly attributable to a decrease in the number of analog satellite 
receivers sold combined with decreasing margins on products sold. 
Internationally, Dish sold approximately 53,000 and 180,000 analog satellite 
receivers during the three and nine months ended September 30, 1996, a 
decrease of 34% and 31%, respectively, compared to approximately 80,000 and 
261,000 units sold during the same periods in 1995. Overall, Dish's 
international markets for analog DTH products declined during the three and 
nine months ended September 30, 1996 as anticipation for new international 
digital services continuesd to increase. This international decline in demand 
for analog satellite receivers is similar to the decline which has occurred 
in the United States and was expected by Dish. To offset this anticipated 
decline in demand for analog satellite receivers, Dish has been negotiating 
with digital service providers to distribute their proprietary receivers in 
Dish's international markets. While Dish is actively pursuing these 
distribution opportunities, no assurance can be given that such negotiations 
will be successful.

    OPERATING EXPENSES. Costs of DTH products sold were $35.3 million and
$125.5 million for the three and nine months ended September 30, 1996,
respectively, an increase of $4.5 million, or 14%, and $37.9 million, or 43%,

                                       17
<PAGE>
respectively, as compared to the same periods in 1995. The increase in DTH 
operating expenses for 1996 resulted primarily from the increase in sales of 
EchoStar Receiver Systems. Operating expenses for DTH products as a 
percentage of DTH product revenue were 95% and 93% for the three and nine 
months ended September 30, 1996, respectively, compared to 78% and 79% for 
the same periods in 1995, respectively. This increase is principally 
attributable to the accounting treatment applied to satellite receivers sold 
under the EchoStar Promotion combined with an approximate 26% reduction in 
the average worldwide selling price of C-band satellite receivers and a 25% 
reduction in the average selling price of Competitor DBS Receivers, as 
described above.

    The costs of DISH Network-SM- programming were $6.1 million and $7.9 
million for the three and nine months ended September 30, 1996, respectively. 
Since Dish did not begin broadcasting and selling DISH Network-SM- programming 
packages available on the DISH Network-SM- service until March 4, 1996, there 
were no DISH Network-SM- programming expenses incurred during the comparable 
periods in 1995.

    The costs of C-band programming were $2.6 million and $8.6 million for 
the three and nine months ended September 30, 1996, respectively, a decrease 
of $900,000, or 26%, and $1.7 million, or 16%, respectively, as compared to 
the same periods in 1995. This decrease is mainly attributable to the 
decrease in C-band programming revenue. C-band programming expenses as a 
percentage of C-band programming revenue for the three and nine months ended 
September 30, 1996 were 89% and 91%, respectively, as compared to 92% and 
90%, respectively for each of the same periods in 1995. Although there was a 
decrease in C-band programming revenue, gross profit margins earned on C-band 
programming remained relatively consistent. As previously discussed, the 
domestic market for C-band DTH products has continued to decline with the 
growth of DBS service and equipment sales.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and 
administrative expenses were $22.9 million and $52.0 million for the three 
and nine months ended September 30, 1996, respectively, an increase of $14.6 
million, or 177%, and $28.5 million, or 122%, respectively, as compared to 
the same periods in 1995. This increase was principally due to: (i) increased 
personnel in all areas of the organization to support the DISH Network-SM-; 
(ii) marketing and advertising prior to and in conjunction with the 
introduction of DISH Network-SM- service; (iii) costs related to the Digital 
Broadcast Center, which commenced operations in the third quarter of 1995; 
and (iv) costs associated with operation of the DISH Network-SM- Call Center 
and related services which have been out-sourceds and subscription management 
related services. In future periods, EchoStar believes that although total 
selling, general and administrative expenses will continue to increase, the 
increase as a percentage of future revenue will decrease as subscribers are 
added and additional revenue from sales of DISH Network-SM- programming is 
recognized.

    Research and development costs totaled $1.6 million and $4.2 million for 
the three and nine months ended September 30, 1996, respectively, as compared 
to $1.5 million and $4.0 million for the same periods in 1995. The increase 
was principally due to research and development costs related to digital DBS 
receivers for domestic and international markets, principally offset by a 
reduction in research related to C-band receivers for domestic and 
international markets. Dish expenses research and development costs as 
incurred and includes these costs in selling, general and administrative 
expenses.

    EBITDA. As expected, Dish incurred operating losses for the three and 
nine months ended September 30, 1996. EBITDA for the three and nine months 
ended September 30, 1996 was a negative $11.3 million and a negative $28.1 
million, respectively, a decrease of $12.4 million and $30.0 million, 
respectively, compared to the same periods in 1995. The decrease resulted 
from the factors affecting revenue and expenses discussed above. EBITDA 
represents earnings before interest income, interest expense net of other 
income, income taxes, depreciation and amortization. EBITDA is commonly used 
in the telecommunications industry to analyze companies on the basis of 
operating performance, leverage and liquidity. EBITDA is not intended to 
represent cash flows for the period, nor has it been presented as an 
alternative to operating income as an indicator of operating performance and 
should not be considered in isolation or as a substitute for measures of 
performance prepared in accordance with generally accepted accounting 
principles. Dish expects to continue to report operating losses through at 
least 1997.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the 
three and nine months ended September 30, 1996 was $10.3 million and $20.0 
million, respectively, an increase of $9.5 million and $18.5 million, 
respectively, as compared to the same periods in 1995. The overall increase 
primarily resulted from depreciation on EchoStar I and the Digital Broadcast 
Center which were placed in service during the first quarter of 1996 and the 
fourth quarter of 


                                       18
<PAGE>
1995, respectively, and the amortization of subscriber acquisition costs. 
Amortization of subscriber acquisition costs for the three and nine months 
ended September 30, 1996 was approximately $3.3 million and $3.4 million, 
respectively. As a result of the EchoStar Promotion, in future periods, 
amortization expense will be of a magnitude which significantly exceeds 
historical levels.

    OTHER INCOME AND EXPENSE. Other expense, net for the three and nine 
months ended September 30, 1996 was $8.0 million and $19.8 million, 
respectively, an increase of $5.9 million and $11.4 million, respectively, as 
compared to the same periods in 1995. The increase in other expense for the 
three and nine month periods ending September 30, 1996 resulted primarily 
from a decrease in interest income due to decreases in the Dish Notes Escrow 
Account, marketable investment securities and cash and cash equivalents 
combined with a decrease in the amount of interest capitalized compared to 
the same periods in 1995.

    INCOME TAX BENEFIT. Income tax benefit for the three and nine months 
ended September 30, 1996 was $11.4 million and $25.3 million, respectively, 
compared to income tax benefit of $854,000 and $3.1 million during the same 
periods in 1995. This increase is principally the result of changes in 
components of income and expenses discussed above during the three and nine 
months ended September 30, 1996. Dish's deferred tax assets (approximately 
$35.4 million at September 30, 1996) relate principally to temporary 
differences for amortization of original issue discount on the Dish Notes, 
net operating loss carryforwards and various accrued expenses which are not 
deductible until paid. No valuation allowance has been provided because Dish 
currently believes it is more likely than not that these deferred tax assets 
will ultimately be realized. If future operating results differ materially 
and adversely from Dish's current expectations, its judgment regarding the 
need for a valuation allowance may change.

LIQUIDITY AND CAPITAL RESOURCES

    Cash provided by operations was approximately $131.4 million for the nine 
months ended September 30, 1996, as compared to $11.1 million used by 
operations for the same period in 1995. The cash provided by operations for 
the nine months ended September 30, 1996 was mainly a result of increases in 
advances from affiliates, deferred programming revenue and current 
liabilities, all partially offset by increases in accounts receivable, 
inventory and other current assets.

    From May 1994 to May 1996, the principal subsidiaries of EchoStar, 
except Dish, other than EchoStar Satellite Corporation (the "Borrowers"), were 
parties to an agreement with Bank of America Illinois, which provided a 
revolving credit facility (the "Credit Facility") for working capital 
advances and for letters of credit necessary for inventory purchases and 
satellite construction payments. The Credit Facility expired in May 1996 and 
EchoStar does not currently intend to arrange a replacement credit facility.

    During June 1994, Dish issued 624,000 units consisting of $624.0 million 
principal amount of the Dish Notes and 3,744,000 Warrants (representing 
2,808,000 shares of EchoStar Class A Common Stock) for aggregate net proceeds 
of approximately $323.3 million, which were placed in the Dish Notes Escrow 
Account. As of September 30, 1996, substantially all of the Warrants issued 
in connection with the Dish Notes Offering had been exercised. Through 
September 30, 1996, $353.6 million had been withdrawn from the Dish Notes 
Escrow Account. At September 30, 1996, approximately $328.7 million of these 
proceeds had been applied to development and construction of the EchoStar DBS 
System and approximately $24.9 million had been applied to other permitted 
uses. As of September 30, 1996, all proceeds from the Dish Notes Offering, 
plus interest earned thereon, had been disbursed for purposes identified in 
the Dish Notes Offering Prospectus. During 

    In March 1996, ESBC consummated a private placement of the ESBC Notes 
which were subsequently registered with the Securities and Exchange 
Commission. ESBC was formed in January 1996 for the purpose of the ESBC Notes 
Offering. In connection with the ESBC Notes Offering, EchoStar has 
contributed all of the outstanding capital stock of its wholly owned 
subsidiary, Dish, to ESBC. ESBC issued $580.0 million principal amount of the 
ESBC Notes for aggregate net proceeds of approximately $337.0 million of 
which $177.3 million was placed in the ESBC Notes Escrow Account and the 
remaining $159.7 million was placed in cash and cash equivalents or 
marketable investment securities. Through September 30, 1996, $46.3 million 
had been withdrawn from the ESBC Notes Escrow 

                                       19
<PAGE>
Account for development and construction of EchoStar III and EchoStar IV. As 
of September 30, 1996, approximately $135.4 million remained in the ESBC 
Escrow Account, which included investment earnings. Subsequent to September 
30, 1996, an additional $25.5 million has been withdrawn from the ESBC Notes 
Escrow Account. EchoStar guarantees the ESBC Notes on a subordinated basis. 
Total cash on hand and marketable investment securities at September 30, 1996 
were approximately $12.5 million.

    EchoStar anticipates expending an additional $35 million in working 
capital during the fourth quarter of 1996, including investment in subscriber 
acquisition costs. This cash requirement could increase if any of the 
following occur, among other things: (i) subscriptions to DISH Network-SM- 
programming differ from anticipated levels; (ii) actual expenses exceed 
present estimates; or (iii) investment in subscriber acquisition costs 
continue to increase beyond planned levels. In addition to the working 
capital requirements discussed above, during the fourth quarter of 1996, 
EchoStar expects to expend: (i) approximately $3.9 million for contractor 
financing on EchoStar I and EchoStar II; (ii) approximately $19.0 million in 
connection with the launch of EchoStar III; (iii) approximately $37.0 million 
for construction of EchoStar III and EchoStar IV; and (iv) approximately 
$41.8 million for the purchase of the 148 Frequencies. Funds for these 
expenditures are expected to come from the ESBC Notes Escrow Account and 
available cash and marketable investment securities. Beyond 1996, EchoStar 
will expend approximately $68.7 million to repay contractor financing debt 
related to EchoStar I and EchoStar II. Additionally, EchoStar has committed 
to expend approximately an additional $260 million to build, launch and 
support EchoStar III and EchoStar IV in 1997 and beyond. In order to continue 
to build, launch and support EchoStar III and EchoStar IV beyond the first 
quarter of 1997, EchoStar will need additional capital. Even if EchoStar 
terminates the construction contracts with Martin for the construction of 
EchoStar III and EchoStar IV, EchoStar will still need additional capital as 
a result of termination penalties contained in the contracts. There can be no 
assurances that additional capital will be available, or, if available, that 
it will be available on terms favorable to EchoStar.

    As a result of the factors discussed above, EchoStar will need to raise 
additional capital to complete the construction and launch of EchoStar III 
and EchoStar IV. There can be no assurance that necessary funds will be 
available or, if available, that they will be available on terms favorable to 
EchoStar. In anticipation of its future capital requirements and in order to 
fully implement its business strategy, EchoStar regularly examines, and is 
currently examining, opportunities to expand its DBS business, technology 
base and product lines through means such as licenses, joint ventures, 
strategic alliances, strategic investments and acquisitions of assets or 
ongoing businesses. Currently, EchoStar has not made a commitment to any new 
strategic transaction. At any time, however, EchoStar may agree to enter into 
a new strategic transaction. Should EchoStar agree to enter into a new 
strategic transaction, there can be no assurance as to the terms or timing of 
the transaction, whether the transaction will be consummated or whether the 
transaction would improve EchoStar's financial condition, results of 
operations, business or prospects in any material manner. Further increases 
in the investment in subscriber acquisition costs, inadequate supplies of DBS 
receivers or significant delays or launch failures would significantly and 
adversely affect EchoStar's operating results and financial condition.

    EchoStar expects net losses to continue as it builds its subscription 
television business, and therefore, absent additional capital, EchoStar 
expects negative stockholders' equity to will result before December 31, 1997. 
EchoStar's expected net losses will result primarily from: (i) the 
amortization of the original issue discount on the Dish Notes and ESBC Notes; 
(ii) increases in depreciation expense on the satellites and other fixed 
assets; (iii) amortization of subscriber acquisition costs; and (iv) 
increases in selling, general and administrative expenses to support the DISH 
Network-SM-. Although a negative equity position has significant implications, 
including, but not limited to, non-compliance with NASDAQ National Market 
listing criteria, EchoStar believes this event will not materially affect the 
implementation and execution of its business strategy. When EchoStar ceases 
to satisfy NASDAQ's National Market listing criteria, EchoStar's Common Stock 
will be subject to being delisted unless an exception is granted by the 
National Association of Securities Dealers. If an exception were not granted, 
trading in EchoStar Common Stock would thereafter be conducted in the 
over-the-counter market. Consequently, it an investor may find it would be 
more difficult to dispose of, or to obtain accurate quotations as to the 
price of, the EchoStar Common Stock. Delisting would result in a decline in 
EchoStar's Common Stock trading market which could potentially depress stock 
and bond prices, among other things.

                                       20
<PAGE>
    EchoStar has entered into a contract with Martin to begin the 
construction phase of EchoStar IV. This contract also allows EchoStar to 
begin the construction phase of EchoStar V. Concurrent with execution of this 
contract, EchoStar waived all penalties due from Martin for the late delivery 
of EchoStar I and EchoStar II.

    In July 1996, EchoStar and Martin amended the contracts for the 
construction of EchoStar I and EchoStar II. As collateral security for 
contractor financing of EchoStar I and EchoStar II, EchoStar was required to 
provide a letter of credit prior to the launch of EchoStar II in the amount 
of $10 million (increasing to more than $40 million by 1999) and the 
principal stockholder of EchoStar pledged all of his Preferred Stock to 
Martin ("Preferred Stock Guarantee"). Under the amended agreements, EchoStar 
issued a corporate guarantee covering all obligations to Martin with respect 
to the contractor financing for EchoStar I and EchoStar II. In consideration 
for the receipt of the corporate guarantee by EchoStar, Martin has agreed to 
eliminate the letter of credit requirements, and to release the Preferred 
Stock Guarantee in accordance with a specified formula based on the then 
outstanding contractor financing debt and the market value of EchoStar's 
Class A Common Stock. This transaction has been approved by EchoStar's board 
of directors with EchoStar's principal stockholder abstaining from the vote. 
Additionally, EchoStar will issue a corporate guarantee covering all 
obligations to Martin with respect to the contractor financing for EchoStar 
III and EchoStar IV.

    In addition to the commitments described above, Dish has entered into 
agreements with various manufacturers to purchase DBS receivers and related 
components manufactured based on Dish's supplied specifications. As of 
September 30, 1996 the remaining commitments total approximately $148.7 
million. As described previously, Dish has agreements with two manufacturers 
to supply DBS receivers for Dish. Only one of the manufacturers has produced 
a receiver acceptable to Dish. Since Dish has given the non-performing 
manufacturer notice of its intent to terminate the contract, Dish has not 
included amounts due under the contract in Dish's purchase commitments. At 
September 30, 1996, the total of all outstanding purchase order commitments 
with domestic and foreign suppliers was approximately $150.0 million. All but 
approximately $19.2 million of the purchases related to these commitments are 
expected to be made during 1996 and the remainder is expected to be made 
during 1997. Dish expects to finance these purchases from available cash, 
marketable investment securities and sales of its DISH Network-SM- programming.

    EchoStar had outstanding $415.7 million and $849.2 million of long-term 
debt (including the Dish Notes and ESBC Notes, deferred satellite contract 
payments on EchoStar I and EchoStar II and mortgage indebtedness) as of 
December 31, 1995 and September 30, 1996, respectively. In addition, because 
interest on the Dish Notes is not payable currently in cash but accrues 
through June 1, 1999, the Dish Notes will accrete by $201.2 million through 
that date. Similarly, because interest on the ESBC Notes is not payable in 
cash but accrues through March 15, 2000, the ESBC Notes will accrete by 
$207.4 million through that date. EchoStar is utilizing $28.0 million of 
contractor financing for EchoStar II. The contractor financing for EchoStar 
II bears interest at 8.25% and is payable in equal monthly principal and 
interest installments are due over five years following launch. Contractor 
financing of $15.0 million each will be used for EchoStar III and EchoStar 
IV. Interest on the contractor financing for EchoStar III and EchoStar IV 
will range between 7.75% and 8.25% and principal and interest payments are, 
with equal monthly installments due over five years following the launch of 
the respective satellite.

AVAILABILITY OF OPERATING CASH FLOW TO ECHOSTAR

    The Dish Notes and ESBC Notes Indentures impose various restrictions on 
the transfer of funds among EchoStar and its subsidiaries. Although the ESBC 
Notes are collateralized by the stock of Dish, various assets expected to 
form an integral part of the EchoStar DBS System (and not otherwise 
encumbered by the Dish Notes Indenture), and guarantees of EchoStar and 
certain of its other subsidiaries, ESBC's ability to fund interest and 
principal payments on the ESBC Notes will depend on successful operation and 
the acquisition of an adequate number of subscribers to the DISH Network-SM- 
and ESBC having access to available cash flows generated by the DISH 
Network-SM-, which in turn, will depend on EchoStar's success in attracting 
subscribers to the DISH Network-SM-. If cash available to ESBC is not 
sufficient to service the ESBC Notes, EchoStar would be required to obtain 
cash from other sources such as issuance of equity securities, new borrowings 
or asset sales. There can be no assurance that those alternative sources 
would be available, or available on favorable terms, or sufficient to meet 
debt service requirements on the ESBC Notes.

                                       21
<PAGE>
OTHER

DISH NOTES AND ESBC NOTES

    Three DBS orbital locations licensed by the FCC are generally recognized 
as capable of providing satellite service to the entire continental United 
States ("CONUS"). EchoStar has the right to utilize at least 21 DBS 
frequencies at one of those CONUS slots. In the event the number of 
frequencies EchoStar has the right to use at a CONUS orbital location is 
reduced to less than 21, then ESBC will be required to make an offer to 
repurchase all of the outstanding ESBC Notes, and Dish will be required to 
make an offer to repurchase one half of the outstanding Dish Notes. In the 
event the number of frequencies EchoStar has the right to use at a full CONUS 
orbital location falls below 11, then Dish will be required to make an offer 
to repurchase all of the outstanding Dish Notes, rather than only half. 
Additionally, in the event that EchoStar DBS Corporation, a wholly owned 
subsidiary of EchoStar, fails to obtain authorization from the FCC for 
frequencies purchased at the FCC Auction in January 1996, or in the event 
that such authorization is revoked or rescinded, ESBC will be required under 
the ESBC Notes Indenture to repurchase up to $52.3 million of principal 
amount of the ESBC Notes.

    If the DBSC Merger or similar transaction does not occur on or before 
March 1, 1997, ESBC will be required to repurchase at least $83.0 million 
principal amount of the ESBC Notes. Further, in the event that EchoStar 
incurs more than $7.8 million in expenses (as defined in the ESBC Notes 
Indenture) in connection with the DBSC Merger, ESBC will be required to apply 
an amount equal to such expenses minus $7.8 million to an offer to repurchase 
the maximum principal amount of the ESBC Notes that may be purchased out of 
such proceeds.

    If any of the above described events were to occur, EchoStar's plan of 
operations, including its liquidity, would be adversely affected and its 
current business plan could not be fully implemented. Further, EchoStar's 
short-term liquidity would be adversely affected in the event of: (i) 
significant delay in the delivery of certain products and equipment necessary 
for operation of the EchoStar DBS System; (ii) shortfalls in estimated levels 
of future operating cash flows; or (iii) unanticipated expenses in connection 
with development of the EchoStar DBS System.

RECEIVER MANUFACTURERS

    Dish has agreements with two manufacturers to supply DBS receivers for 
Dish. Only one of the manufacturers has produced a receiver acceptable to 
Dish. Dish previously deposited $10.0 million with the non-performing 
manufacturer and has an additional $15.0 million in an escrow account as 
security for Dish's payment obligations under that contract. Dish has given 
this non-performing manufacturer notice of its intent to terminate the 
contract and has filed suit against that manufacturer. Consequently, Dish is 
currently dependent on one manufacturing source for its receivers. Since Dish 
has given the non-performing manufacturer notice of its intent to terminate 
the contract, Dish has not included amounts due under the contract in Dish's 
future purchase commitments. The performing manufacturer is presently 
manufacturing receivers in sufficient quantities to meet currently expected 
demand. If Dish's sole manufacturer is unable for any reason to produce 
receivers in a quantity sufficient to meet demand, Dish's liquidity and 
results of operations would be adversely affected. There can be no assurance 
Dish will be able to recover any amounts deposited with the non-performing 
manufacturer or held in escrow.

FORWARD LOOKING STATEMENTS

    This Form 10-Q contains statements which constitute forward looking 
statements within the meaning of Section 27A of the Securities Act and 
Section 21E of the Securities Exchange Act of 1934, as amended. Those 
statements appear in a number of places in the Form 10-Q and include 
statements regarding the intent, belief or current expectations of EchoStar 
with respect to, among other things: (i) EchoStar's financing plans; (ii) 
trends affecting EchoStar's financial conditions or results of operations; 
(iii) EchoStar's growth strategy; (iv) EchoStar's anticipated results of 
future operations; and (v) regulatory matters affecting EchoStar. Prospective 
investors are cautioned that any such forward looking statements are not 
guarantees of future performance and involve risks and uncertainties, and 
that actual results may differ materially from those projected in the forward 
looking statements as a result of various factors.

                                       22
<PAGE>
IMPACT OF INFLATION; BACKLOG

    Inflation has not materially affected EchoStar's operations during the 
past three years. EchoStar believes that its ability to increase charges for 
products and services in future periods will depend primarily on competitive 
pressures. EchoStar does not have any material backlog of its products.

                                       23
<PAGE>
                                       PART II

ITEM 1.  LEGAL PROCEEDINGS

    EchoStar is a party to certain legal proceedings arising in the ordinary 
course of its business.  EchoStar does not believe that any of these 
proceedings will have a material adverse affect on EchoStar's financial 
position or results of operations.

                                       24
<PAGE>
ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

EXHIBIT NO.  DESCRIPTION
-----------  -----------
  2.1*    Amended and Restated Agreement for Exchange of Stock and Merger, 
          dated as of May 31, 1995, by and among EchoStar Communications 
          Corporation, a Nevada corporation formed in April 1995 (EchoStar), 
          Charles W. Ergen and EchoStar (incorporated herein by reference to 
          Exhibit 2.2 to the Registration Statement Form S-1, Registration 
          No. 33-91276).

  2.2*    Agreement regarding purchase of debentures between Dish, Ltd. 
          (formerly EchoStar Communications Corporation, a Nevada corporation 
          formed in December 1993 (Dish)), SSE Telecom, Inc. (SSET), dated 
          March 14, 1994, including Plan and Agreement of Merger, by and 
          among Dish, DirectSat Merger Corporation, DirectSat Corporation and 
          SSET (incorporated herein by reference to Exhibit 2.2 to the 
          Registration Statement on Form S-1, Registration No. 33-76450).

  2.3*    Plan and Agreement of Merger made as of December 21, 1995 by and 
          among EchoStar, Direct Broadcasting Satellite Corporation, a 
          Colorado Corporation (MergerCo) and Direct Broadcasting Satellite 
          Corporation, a Delaware Corporation (DBSC) (incorporated herein by 
          reference to Exhibit 2.3 to the Registration Statement on Form S-4, 
          Registration No. 333-03584).

  2.4*    Merger Trigger Agreement entered into as of December 21, 1995 by 
          and among EchoStar, MergerCo and Direct Broadcasting Satellite 
          Corporation, a Delaware Corporation (DBSC) (incorporated herein by 
          reference to Exhibit 2.3 to the Registration Statement on Form S-4, 
          Registration No. 333-03584).

  3.1(a)* Amended and Restated Articles of Incorporation of Dish 
          (incorporated herein by reference to Exhibit 3.1(a) to the Annual 
          Report on Form 10-K of Dish for the fiscal year end December 31, 
          1995).

  3.1(b)* Bylaws of Dish (incorporated herein by reference to Exhibit 3.1(b) 
          to the Annual Report on Form 10-K of Dish for the fiscal year ended 
          December 31, 1995).

  4.1*    Indenture of Trust between Dish and First Trust National 
          Association (First Trust), as Trustee (incorporated herein by 
          reference to the Registration Statement on Form S-1 of Dish, 
          Registration No. 33-76450).

  4.2*    Warrant Agreement between EchoStar and First Trust, as Warrant 
          Agent (incorporated herein by reference to the Registration 
          Statement on Form S-1 of Dish, Registration No. 33-76450).

  4.3*    Security Agreement in favor of First Trust, as Trustee under the 
          Indenture filed as Exhibit 4.1 (incorporated herein by reference to 
          the Registration Statement on Form S-1 of Dish, Registration No. 
          33-76450).

  4.4*    Escrow and Disbursement Agreement between Dish and First Trust 
          (incorporated herein by reference to the Registration Statement on 
          Form S-1 of Dish, Registration No. 33-76450).

  4.5*    Pledge Agreement in favor of First Trust, as Trustee under the 
          Indenture filed as Exhibit 4.1 herein (incorporated herein by 
          reference to the Registration Statement on Form S-1 of Dish, 
          Registration No. 33-76450).

  4.6*    Intercreditor Agreement among First Trust, Continental Bank, N.A. 
          and Martin Marietta Corporation (Martin Marietta) (incorporated 
          herein by reference to the Registration Statement on Form S-1 of 
          Dish, Registration No. 33-76450).

                                       25
<PAGE>
EXHIBIT NO.  DESCRIPTION
-----------  -----------
  4.7*    Series A Preferred Stock Certificate of Designation of EchoStar 
          (incorporated herein by reference to Exhibit 4.7 to the 
          Registration Statement on Form S-1 of EchoStar, Registration No. 
          33-91276).

  4.8*    Registration Rights Agreement by and between EchoStar and Charles 
          W. Ergen (incorporated herein by reference to Exhibit 4.8 to the 
          Registration Statement on Form S-1 of EchoStar, Registration No. 
          33-91276).

  4.9*    Indenture of Trust between ESB and First Trust, as Trustee 
          (incorporated herein by reference to Exhibit 4.9 to the Annual 
          Report on Form 10-K of EchoStar, Commission File No. 0-26176).

  4.10*   Security Agreement of ESB in favor of First Trust, as Trustee under 
          the Indenture filed as Exhibit 4.9 (incorporated herein by 
          reference to Exhibit 4.10 to the Annual Report on Form 10-K of 
          EchoStar.  Commission File No. 0-26176).

  4.11*   Escrow and Disbursement Agreement between ESB and First Trust 
          (incorporated herein by reference to Exhibit 4.11 to the Annual 
          Report on Form 10-K of EchoStar.  Commission File No. 0-26176).

  4.12*   Pledge Agreement of ESB in favor of First Trust, as Trustee under 
          the Indenture filed as Exhibit 4.9 (incorporated herein by 
          reference to Exhibit 4.12 to the Annual Report on Form 10-K of 
          EchoStar, Commission File No. 0-26176).

  4.13*   Pledge Agreement of EchoStar in favor of First Trust, as Trustee 
          under the Indenture filed as Exhibit 4.9 (incorporated herein by 
          reference to Exhibit 4.13 to the Annual Report on Form 10-K of 
          EchoStar.  Commission File No. 0-26176).

  4.15*   Registration Rights Agreement by and between ESB, EchoStar, Dish, 
          Ltd., New DBSC and Donald, Lufkin & Jenrette Securities Corporation 
          (incorporated herein by reference to Exhibit 4.14 to the Annual 
          Report on Form 10-K of EchoStar, Commission File No. 0-26176).

 10.1(a)* Satellite Construction Contract, dated as of February 6, 1990, 
          between EchoStar Satellite Corporation (ESC) and Martin Marietta 
          Corporation as successor to General Electric EchoStar, Astro-Space 
          Division (General Electric) (incorporated herein by reference to 
          the Registration Statement on Form S-1 of Dish, Ltd. Registration 
          No. 33-76450).

 10.1(b)* First Amendment to the Satellite Construction Contract, dated as of 
          October 2, 1992, between ESC and Martin Marietta as successor to 
          General Electric (incorporated herein by reference to the 
          Registration Statement on Form S-1 of Dish, Ltd. Registration No. 
          33-76450).

 10.1(c)* Second Amendment to the Satellite Construction Contract, dated as 
          of October 30, 1992, between ESC and Martin Marietta as successor 
          to General Electric (incorporated herein by reference to the 
          Registration Statement on Form S-1 of Dish, Ltd. Registration No. 
          33-76450).

 10.1(d)* Third Amendment to the Satellite Construction Contract, dated as of 
          April 1, 1993, between ESC and Martin Marietta (incorporated herein 
          by reference to the Registration Statement on Form S-1 of Dish, 
          Ltd. Registration No. 33-76450).

 10.1(e)* Fourth Amendment to the Satellite Construction Contract, dated as 
          of August 19, 1993, between ESC and Martin Marietta (incorporated 
          herein by reference to the Registration Statement on Form S-1 of 
          Dish, Ltd. Registration No. 33-76450).

 10.1(f)* Form of Fifth Amendment to the Satellite Construction Contract, 
          between ESC and Martin Marietta 

                                       26
<PAGE>
EXHIBIT NO.  DESCRIPTION
-----------  -----------
          (incorporated herein by reference to the Registration Statement on 
          Form S-8 of EchoStar, Registration No. 33-81234).

 10.1(g)* Sixth Amendment to the Satellite Construction Contract, dated as of 
          June 7, 1994, between ESC and Martin Marietta (incorporated herein 
          by reference to the Registration Statement on Form S-8 of EchoStar, 
          Registration No. 33-81234).

 10.1(h)* Eighth Amendment to the Satellite Construction Contract, dated as 
          of July 18, 1996, between ESC and Martin Marietta (incorporated 
          herein by reference to Exhibit 10.17(h) to the Form 10-Q of 
          EchoStar as of June 30, 1996, Commission File No. 0-26176).

 10.2*    Satellite Launch Contract, dated as of September 27, 1993, between 
          ESC and the China Great Wall Industry Corporation (incorporated 
          herein by reference to the Registration Statement on Form S-1 of 
          Dish, Ltd. Registration No. 33-76450).

 10.3*    Distributor Agreement, dated as of July 30, 1993, between 
          Echosphere Corporation (Echosphere) and Thomson Consumer 
          Electronics, Inc. (incorporated herein by reference to the 
          Registration Statement on Form S-1 of Dish, Ltd. Registration No. 
          33-76450).

 10.4*    Master Purchase and License Agreement, dated as of August 12, 1986, 
          between Houston Tracker Systems, Inc. (HTS) and Cable/Home 
          Communications Corp. (a subsidiary of General Instruments 
          Corporation) (incorporated herein by reference to the Registration 
          Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).

 10.5*    Master Purchase and License Agreement, dated as of June 18, 1986, 
          between Echosphere and Cable/Home Communications Corp. (a 
          subsidiary of General Instruments Corporation) (incorporated herein 
          by reference to the Registration Statement on Form S-1 of Dish, 
          Ltd. Registration No. 33-76450).

 10.6*    Merchandising Financing Agreement, dated as of June 29, 1989, 
          between Echo Acceptance Corporation (EAC) and Household Retail 
          Services, Inc. (incorporated herein by reference to the 
          Registration Statement on Form S-1 of Dish, Ltd. Registration No. 
          33-76450).

 10.7*    Key Employee Bonus Plan, dated as of January 1, 1994 (incorporated 
          herein by reference to the Registration Statement on Form S-1 of 
          Dish, Ltd. Registration No. 33-76450).

 10.8*    Consulting Agreement, dated as of February 17, 1994, between ESC 
          and Telesat Canada (incorporated herein by reference to the 
          Registration Statement on Form S-1 of Dish, Ltd. Registration No. 
          33-76450).


 10.9*    Form of Satellite Launch Insurance Declarations (incorporated 
          herein by reference to the Registration Statement on Form S-1 of 
          Dish, Ltd. Registration No. 33-76450).

 10.10*   Dish 1994 Stock Incentive Plan (incorporated herein by reference to 
          the Registration Statement on Form S-1 of Dish, Ltd. Registration 
          No. 33-76450).

 10.11*   Form of Tracking, Telemetry and Control Contract between AT&T Corp. 
          and ESC (incorporated herein by reference to the Registration 
          Statement on Form S-8 of EchoStar, Registration No. 33-81234).

 10.12*   Manufacturing Agreement, dated as of March 22, 1995, between HTS 
          and SCI Technology (incorporated herein by reference to Exhibit 
          10.12 to the Registration Statement as Form S-1 of Dish, 

                                       27
<PAGE>
EXHIBIT NO.  DESCRIPTION
-----------  -----------
          Ltd. Commission File No. 33-81234).  

10.13*    Manufacturing Agreement dated as of April 14, 1995 by and between 
          ESC and Sagem Group (incorporated herein by reference to Exhibit 
          10.13 to the Registration Statement on Form S-1 of EchoStar, 
          Registration No. 33-91276).

10.14*    Statement of Work, dated January 31, 1995 from EchoStar Satellite 
          Corporation Inc. to Divicom Inc. (incorporated herein by reference 
          to Exhibit 10.14 to the Registration Statement on Form S-1, 
          Registration No. 33-91276).

10.15*    Launch Services Contract, dated as of June 2, 1995, by and between 
          EchoStar Satellite Corporation and 
          Lockheed-Khrunichev-Energia-International, Inc. (incorporated 
          herein by reference to Exhibit 10.15 to the Registration Statement 
          on Form S-1, Registration No. 33-91276).

10.16*    EchoStar 1995 Stock Incentive Plan (incorporated herein by 
          reference to Exhibit 10.16 to the Registration Statement on Form 
          S-1, Registration No. 33-91276).

10.17(a)* Eighth Amendment to Satellite Construction Contract, dated as of 
          February 1, 1994, between DirectSat Corporation and Martin Marietta 
          Corporation (incorporated herein by reference to Exhibit 10.17(a) 
          to the Form 10-Q of EchoStar as of June 30, 1996, Commission 
          File No. 0-26176).

10.17(b)* Ninth Amendment to Satellite Construction Contract, dated as of 
          February 1, 1994, between DirectSat Corporation and Martin Marietta 
          Corporation (incorporated herein by reference to Exhibit 10.15 to 
          the Registration Statement of Form S-4, Registration No. 333-03584).

10.17(c)* Tenth Amendment to Satellite Construction Contract, dated as of 
          July 18, 1996, between DirectSat Corporation and Martin Marietta 
          Corporation (incorporated herein by reference to Exhibit 10.17(b) 
          to the Form 10-Q of EchoStar as of June 30, 1996, Commission 
          File No. 0-26176).

10.18*    Satellite Construction Contract, dated as of July 18, 1996, between 
          EchoStar DBS Corporation and Lockheed Martin Corporation 
          (incorporated herein by reference to Exhibit 10.18 to the Form 10-Q 
          of EchoStar as of June 30, 1996, Commission File No. 0-26176). 

10.19*    Confidential Amendment to Satellite Construction Contract between DBSC
          and Martin Marietta Corporation, dated as of May 31, 1995 
          (incorporated herein by reference to Exhibit 10.15 to the Registration
          Statement of Form S-4, Registration No. 333-03584).

27        Financial Data Schedule

------------
*   Incorporated by reference pursuant to Rule 12D-32 under the Securities and
    Exchange Act of 1934, as amended.

(b) REPORTS ON FORM 8-K.

    No current reports on Form 8-K were filed by Dish during the period covered
    by this Quarterly Report on Form 10-Q. 

                                       28
<PAGE>
                                      SIGNATURES

Pursuant to the requirement 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.

Date:  November 14, 1996     /s/  STEVEN B. SCHAVER                  
                               ---------------------------------------
                                  Steven B. Schaver
                                  Vice President and Chief Financial Officer


                             /s/  STEVEN B. SCHAVER                  
                               ---------------------------------------
                                  Steven B. Schaver
                                  Principal Financial Officer

                                       29