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

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

                                     FORM 10-Q

(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
                                          
                                         OR
                                          
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
        
      For the transition period from _______________ to ________________.
        
                        Commission file number 33-76450
                                          
                                    DISH, LTD.
                (Exact name of registrant as specified in its charter)
                                          
            NEVADA                                 88-0312499
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

     
                                          
        5701 S. Santa Fe Drive
         Littleton, Colorado                          80120
(Address of principal executive offices)            (Zip code)
                                          
                                   (303) 723-1000
                (Registrant's telephone number, including area code)
                                          
                                   NOT APPLICABLE
     (Former name, former address and former fiscal year, if changed since last
                                      report)

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

     AS OF MAY 8, 1998, REGISTRANT'S OUTSTANDING COMMON STOCK CONSISTED OF 1,000
SHARES OF COMMON STOCK.

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

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<PAGE>
                                 TABLE OF CONTENTS
                                          
                           PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

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

          Condensed Consolidated Statements of Operations for the
            three months ended March 31, 1997 and 1998 (Unaudited) . . . .    2

          Condensed Consolidated Statements of Cash Flows for the
            three months ended March 31, 1997 and 1998 (Unaudited) . . . .    3

          Notes to Condensed Consolidated Financial Statements (Unaudited)    4
     
Item 2.   Management's Narrative Analysis of Results of Operations . . . .    7

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


                             PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .   10

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

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

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

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

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .   11



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

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

<PAGE>

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

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,           MARCH 31,
                                                                         1997                1998
                                                                    ---------------------------------
                                                                                          (Unaudited)
<S>                                                                  <C>                  <C>
ASSETS
Current Assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . .      $   35,682          $    3,227
  Trade accounts receivable, net of allowance for 
    uncollectible accounts of $1,347 and $1,673, 
    respectively . . . . . . . . . . . . . . . . . . . . . . . .          66,045              82,553
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .          22,993              34,643
  Subscriber acquisition costs, net. . . . . . . . . . . . . . .          18,819               7,848
  Other current assets . . . . . . . . . . . . . . . . . . . . .           8,927               8,720
                                                                    ---------------------------------
Total current assets . . . . . . . . . . . . . . . . . . . . . .         152,466             136,991
Restricted cash and marketable investment securities . . . . . .           2,245               2,245
Property and equipment, net. . . . . . . . . . . . . . . . . . .         505,347             515,015
Other noncurrent assets. . . . . . . . . . . . . . . . . . . . .          84,383              82,499
                                                                    ---------------------------------
      Total assets . . . . . . . . . . . . . . . . . . . . . . .      $  744,441          $  736,750
                                                                    ---------------------------------
                                                                    ---------------------------------

LIABILITIES AND  STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities:
  Trade accounts payable . . . . . . . . . . . . . . . . . . . .      $   68,491          $   63,453
  Deferred revenue . . . . . . . . . . . . . . . . . . . . . . .         122,215             113,066
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .          72,369             102,374
  Advances from affiliates, net. . . . . . . . . . . . . . . . .         194,265             188,977
  Current portion of long-term debt. . . . . . . . . . . . . . .          14,924              15,174
                                                                    ---------------------------------
Total current liabilities. . . . . . . . . . . . . . . . . . . .         472,264             483,044

Long-term obligations, net of current portion:
  1994 Notes . . . . . . . . . . . . . . . . . . . . . . . . . .         499,863             516,829
  Mortgages and other notes payable, net of 
    current portion. . . . . . . . . . . . . . . . . . . . . . .          40,495              36,821
  Long-term deferred satellite services revenue 
    and other long-term liabilities. . . . . . . . . . . . . . .          19,500              22,464
                                                                    ---------------------------------
Total long-term obligations, net of current portion. . . . . . .         559,858             576,114
                                                                    ---------------------------------
      Total liabilities. . . . . . . . . . . . . . . . . . . . .       1,032,122           1,059,158

Commitments and Contingencies (Note 4)

Stockholder's Equity (Deficit):
  Common stock, $.01 par value, 1,000 shares 
    authorized, issued and outstanding . . . . . . . . . . . . .               -                   -
  Additional paid-in capital . . . . . . . . . . . . . . . . . .         108,835             108,835
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . . .        (396,516)           (431,243)
                                                                    ---------------------------------
Total stockholder's equity (deficit) . . . . . . . . . . . . . .        (287,681)           (322,408)
                                                                    ---------------------------------
      Total liabilities and stockholder's equity (deficit) . . .      $  744,441          $  736,750
                                                                    ---------------------------------
                                                                    ---------------------------------
</TABLE>

       See accompanying Notes to Condensed Consolidated Financial Statements.

                                      1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                                    ---------------------------------
                                                                         1997                1998
                                                                    ---------------------------------
<S>                                                                   <C>                 <C>
REVENUE:
  DISH Network:
    Subscription television services . . . . . . . . . . . . . .      $   48,050          $  128,541
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .           8,206               6,184
                                                                    ---------------------------------
  Total DISH Network . . . . . . . . . . . . . . . . . . . . . .          56,256             134,725
  DTH equipment sales and integration services . . . . . . . . .           1,958              66,816
  Satellite services . . . . . . . . . . . . . . . . . . . . . .           2,165               4,595
  C-band and other . . . . . . . . . . . . . . . . . . . . . . .           8,588               7,888
                                                                    ---------------------------------
Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . .          68,967             214,024

COSTS AND EXPENSES:
  DISH Network Operating Expenses:
    Subscriber-related expenses. . . . . . . . . . . . . . . . .          23,040              63,809
    Customer service center and other. . . . . . . . . . . . . .           6,445              11,733
    Satellite and transmission . . . . . . . . . . . . . . . . .           2,785               5,252
                                                                    ---------------------------------
  Total DISH Network operating expenses. . . . . . . . . . . . .          32,270              80,794
  Cost of sales - DTH equipment and integration services . . . .           2,228              47,251
  Cost of sales - C-band and other . . . . . . . . . . . . . . .           6,008               5,942

  Marketing:
    Subscriber promotion subsidies . . . . . . . . . . . . . . .          12,777              44,835
    Advertising and other. . . . . . . . . . . . . . . . . . . .           3,276               8,250
                                                                    ---------------------------------
  Total marketing expenses . . . . . . . . . . . . . . . . . . .          16,053              53,085
  General and administrative . . . . . . . . . . . . . . . . . .          15,007              19,289
  Amortization of subscriber acquisition costs . . . . . . . . .          28,062              10,971
  Depreciation and amortization. . . . . . . . . . . . . . . . .          12,643              13,377
                                                                    ---------------------------------
Total costs and expenses . . . . . . . . . . . . . . . . . . . .         112,271             230,709
                                                                    ---------------------------------

Operating loss . . . . . . . . . . . . . . . . . . . . . . . . .         (43,304)            (16,685)

Other Income (Expense):
  Interest income. . . . . . . . . . . . . . . . . . . . . . . .             792                 637
  Interest expense, net of amounts capitalized . . . . . . . . .         (15,660)            (18,415)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (57)                (93)
                                                                    ---------------------------------
Total other income (expense) . . . . . . . . . . . . . . . . . .         (14,925)            (17,871)
                                                                    ---------------------------------

Loss before income taxes . . . . . . . . . . . . . . . . . . . .         (58,229)            (34,556)
Income tax provision, net. . . . . . . . . . . . . . . . . . . .             (19)               (171)
                                                                    ---------------------------------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $(58,248)           $(34,727)
                                                                    ---------------------------------
                                                                    ---------------------------------
</TABLE>

       See accompanying Notes to Condensed Consolidated Financial Statements.

                                      2

<PAGE>

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


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                                    ---------------------------------
                                                                        1997                1998
                                                                    ---------------------------------
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  (58,248)         $  (34,727)
Adjustments to reconcile net loss to net cash flows 
  from operating activities:
  Depreciation and amortization. . . . . . . . . . . . . . . . .          12,643              13,377
  Amortization of subscriber acquisition costs . . . . . . . . .          28,062              10,971
  Amortization of debt discount and deferred financing costs . .          14,321              17,295
  Change in reserve for excess and obsolete inventory. . . . . .          (2,302)                (33)
  Change in long-term deferred satellite services revenue 
    and other long-term liabilities. . . . . . . . . . . . . . .           3,090               3,015
  Other, net . . . . . . . . . . . . . . . . . . . . . . . . . .            (125)                (51)
  Changes in current assets and current liabilities. . . . . . .          (2,879)            (21,086)
                                                                    ---------------------------------
Net cash flows from operating activities . . . . . . . . . . . .          (5,438)            (11,239)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of restricted marketable investment securities . . . .          (1,995)                  -
Purchases of property and equipment. . . . . . . . . . . . . . .         (11,364)            (17,000)
Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (393)               (792)
                                                                    ---------------------------------
Net cash flows from investing activities . . . . . . . . . . . .         (13,752)            (17,792)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of mortgage indebtedness and notes payable. . . . . .          (3,130)             (3,424)
                                                                    ---------------------------------
Net cash flows from financing activities . . . . . . . . . . . .          (3,130)             (3,424)
                                                                    ---------------------------------

Net decrease in cash and cash equivalents. . . . . . . . . . . .         (22,320)            (32,455)
Cash and cash equivalents, beginning of period . . . . . . . . .          24,919              35,682
                                                                    ---------------------------------
Cash and cash equivalents, end of period . . . . . . . . . . . .      $    2,599          $    3,227
                                                                    ---------------------------------
                                                                    ---------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest, net of amounts capitalized . . . . . .      $      612          $    1,128
  Cash paid for income taxes . . . . . . . . . . . . . . . . . .               -                 171
  Capitalized interest, including amounts due from affiliates. .               -               1,316
  Accrued capital expenditures . . . . . . . . . . . . . . . . .               -               4,653

</TABLE>

       See accompanying Notes to Condensed Consolidated Financial Statements.

                                      3

<PAGE>

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


1.   ORGANIZATION AND BUSINESS ACTIVITIES 

PRINCIPAL BUSINESS 
     
     Dish, Ltd. and subsidiaries ("Dish, Ltd.") is a wholly-owned subsidiary 
of EchoStar Satellite Broadcasting Corporation ("ESBC").  ESBC is a 
wholly-owned subsidiary of EchoStar DBS Corporation ("DBS Corp"), which is a 
wholly-owned subsidiary of EchoStar Communications Corporation ("ECC," and 
together with its subsidiaries "EchoStar"), a publicly traded company on the 
Nasdaq National Market.  Unless otherwise stated herein, or the context 
otherwise requires, references herein to EchoStar shall include ECC, DBS 
Corp, ESBC, Dish, Ltd. and all direct and indirect wholly-owned subsidiaries 
thereof.  The Company's management refers readers of this Quarterly Report on 
Form 10-Q to EchoStar's Quarterly Report on Form 10-Q for the three months 
ended March 31, 1998. Substantially all of EchoStar's operations are 
conducted by subsidiaries of Dish, Ltd.  The operations of EchoStar include 
three interrelated business units:

     -    THE DISH NETWORK - a DBS subscription television service in the United
          States.  As of March 31, 1998, EchoStar had approximately 1.2 million
          DISH Network subscribers.

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

     -    SATELLITE SERVICES - the turn-key delivery of video, audio and data
          services to business television customers and other satellite users. 
          These services include satellite uplink services, satellite
          transponder space usage, and other services. 
     
     Since 1994, EchoStar has deployed substantial resources to develop the 
"EchoStar DBS System."  The EchoStar DBS System consists of EchoStar's 
FCC-allocated DBS spectrum, DBS satellites ("EchoStar I," "EchoStar II," 
"EchoStar III," and "EchoStar IV"), digital satellite receivers, digital 
broadcast operations center, customer service facilities, and other assets 
utilized in its operations.  EchoStar's principal business strategy is to 
continue developing its subscription television service in the U.S. to 
provide consumers with a fully competitive alternative to cable television 
service.
     
RECENT DEVELOPMENTS
     
     EchoStar IV was launched on May 8, 1998 from the Baikonur Cosmodrome, 
Kazakhstan.  While initial data indicates the launch was successful, the 
ultimate success of the launch and in-orbit operation of EchoStar IV will not 
be established for approximately 60 days.  Subject to final agreement between 
the United States and Mexican administration, EchoStar IV will be tested at 
the 127DEG. West Longitude ("WL") orbital location for approximately two 
months, and will then be moved to its operational orbital location at 
119.2DEG. WL.  Together with EchoStar II, it will provide video, audio and 
data services throughout the continental United States.  EchoStar IV also 
will provide video, audio and data services to Alaska and Hawaii.  

     Provided EchoStar IV is successfully deployed at 119.2DEG. WL, EchoStar 
plans to relocate EchoStar I, a 16 transponder DBS satellite, from 119DEG. WL 
to 148DEG. WL. EchoStar has a permit, issued by the Federal Communications 
Commission (the "FCC"), for the use of 24 frequencies at the 148DEG. WL 
orbital slot.  The FCC conditionally approved the relocation of EchoStar I to 
148DEG. WL in April 1998. To retain its remaining eight frequencies at 
148DEG. WL, EchoStar must, in accordance with its FCC license, complete 
construction of an additional DBS satellite by December 20, 2000, and that 
satellite must be operational by December 20, 2002.

                                      4

<PAGE>

                                      DISH, LTD.
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
                                     (Unaudited)

     Once EchoStar I is operational at the 148DEG. WL orbital location, 
EchoStar plans to expand its local programming initiative to include certain 
of the largest television markets in the Mountain and Pacific time zones, and 
to provide expanded international, niche, educational, business television 
and data services.  
     
2.   SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

USE OF ESTIMATES

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

3.   INVENTORIES

     Inventories consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                DECEMBER 31,           MARCH 31,
                                                    1997                 1998
                                               ---------------------------------
                                                                      (Unaudited)
<S>                                               <C>                 <C>

     DBS receiver components . . . . . . . .         $12,506             $13,565
     EchoStar Receiver Systems . . . . . . .           7,649              17,917
     Consigned DBS receiver components . . .           3,122               4,073
     Finished goods - analog DTH equipment .           2,116               1,614
     Spare parts and other . . . . . . . . .           1,440               1,281
     Reserve for excess and obsolete 
       inventory . . . . . . . . . . . . . .          (3,840)             (3,807)
                                               ---------------------------------
                                                     $22,993             $34,643
                                               ---------------------------------
                                               ---------------------------------
</TABLE>

4.   COMMITMENTS AND CONTINGENCIES

     During February 1997, EchoStar and The News Corporation Limited ("News") 
announced an agreement (the "News Agreement") pursuant to which, among other 
things, News agreed to acquire approximately 50% of the outstanding capital 
stock of EchoStar.  News also agreed to make available for use by EchoStar 
the DBS permit for 28 frequencies at 110  West Longitude purchased by MCI 
Communications Corporation for over $682 million following a 

                                      5

<PAGE>

                                      DISH, LTD.
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
                                     (Unaudited)

1996 FCC auction. During late April 1997, substantial disagreements arose 
between the parties regarding their obligations under the News Agreement.  

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

     In June 1997, News filed an answer and counterclaims seeking unspecified 
damages.  News' answer denies all of the material allegations in the First 
Amended Complaint and asserts numerous defenses, including bad faith, 
misconduct and failure to disclose material information on the part of 
EchoStar and its Chairman and Chief Executive Officer, Charles W. Ergen.  The 
counterclaims, in which News is joined by its subsidiary American Sky 
Broadcasting, L.L.C., assert that EchoStar and Ergen breached their 
agreements with News and failed to act and negotiate with News in good faith. 
 EchoStar has responded to News' answer and denied the allegations in their 
counterclaims.  EchoStar also has asserted various affirmative defenses.  
EchoStar intends to vigorously defend against the counterclaims.  Discovery 
commenced on July 3, 1997 and depositions are currently being taken.  The 
case has been set for trial commencing November 1998, but that date could be 
postponed.  

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

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

     In November 1998 and 1999, certain meteoroid events will occur as the 
earth's orbit passes through the particulate trail of Comet 55P 
(Tempel-Tuttle).  These meteoroid events pose a potential threat to all 
in-orbit geosynchronous satellites, including EchoStar's DBS satellites.  
EchoStar is presently evaluating the potential effects that these meteoroid 
events may have on its DBS satellites.  At this time, it is not possible to 
determine what impact, if any, these meteoroid events could have on 
EchoStar's DBS satellites.

                                      6

<PAGE>

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

     ALL STATEMENTS CONTAINED HEREIN, AS WELL AS STATEMENTS MADE IN PRESS 
RELEASES AND ORAL STATEMENTS THAT MAY BE MADE BY THE COMPANY OR BY OFFICERS, 
DIRECTORS OR EMPLOYEES OF THE COMPANY ACTING ON ITS BEHALF, THAT ARE NOT 
STATEMENTS OF HISTORICAL FACT CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN 
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  SUCH 
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND 
OTHER FACTORS THAT COULD CAUSE THE ACTUAL RESULTS OF THE COMPANY TO BE 
MATERIALLY DIFFERENT FROM HISTORICAL RESULTS OR FROM ANY FUTURE RESULTS 
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  AMONG THE FACTORS 
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: THE 
UNAVAILABILITY OF SUFFICIENT CAPITAL ON SATISFACTORY TERMS TO FINANCE THE 
COMPANY'S BUSINESS PLAN;  INCREASED COMPETITION FROM CABLE, DIRECT BROADCAST 
SATELLITE ("DBS"), OTHER SATELLITE SYSTEM OPERATORS AND OTHER PROVIDERS OF 
SUBSCRIPTION TELEVISION SERVICES; THE INTRODUCTION OF NEW TECHNOLOGIES AND 
COMPETITORS INTO THE SUBSCRIPTION TELEVISION BUSINESS;  INCREASED SUBSCRIBER 
ACQUISITION COSTS AND SUBSCRIBER PROMOTION SUBSIDIES;  THE INABILITY OF THE 
COMPANY TO OBTAIN NECESSARY SHAREHOLDER AND BONDHOLDER APPROVAL OF ANY 
STRATEGIC TRANSACTIONS;  THE INABILITY OF THE COMPANY TO OBTAIN AND RETAIN 
NECESSARY AUTHORIZATIONS FROM THE FEDERAL COMMUNICATION COMMISSION ("FCC");  
THE OUTCOME OF ANY LITIGATION IN WHICH THE COMPANY MAY BE INVOLVED;  GENERAL 
BUSINESS AND ECONOMIC CONDITIONS; AND OTHER RISK FACTORS DESCRIBED FROM TIME 
TO TIME IN THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE 
COMMISSION ("SEC").  IN ADDITION TO STATEMENTS THAT EXPLICITLY DESCRIBE SUCH 
RISKS AND UNCERTAINTIES, READERS ARE URGED TO CONSIDER STATEMENTS THAT 
INCLUDE THE TERMS "BELIEVES," "BELIEF," "EXPECTS," "PLANS," "ANTICIPATES," 
"INTENDS" OR THE LIKE TO BE UNCERTAIN AND FORWARD-LOOKING.  ALL CAUTIONARY 
STATEMENTS MADE HEREIN SHOULD BE READ AS BEING APPLICABLE TO ALL 
FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR.  IN THIS CONNECTION, 
INVESTORS SHOULD CONSIDER THE RISKS DESCRIBED HEREIN.

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1997.
            
     REVENUE.  Total revenue for the three months ended March 31, 1998 was 
$214 million, an increase of $145 million or 210%, as compared to total 
revenue for the three months ended March 31, 1997 of $69 million.  The 
increase in total revenue was primarily attributable to DISH Network 
subscriber growth combined with increased revenue from the Company's 
Technology business unit.  The number of DISH Network subscribers increased 
from 1,040,000 at December 31, 1997 to 1.2 million subscribers at March 31, 
1998.  Comparatively, the number of DISH Network subscribers increased from 
350,000 at December 31, 1996 to 479,600 at March 31, 1997.  The Company 
expects that its revenues will continue to increase as the number of DISH 
Network subscribers increases.  Consistent with the increases in total 
revenue and the number of DISH Network subscribers during the three months 
ended March 31, 1998, the Company experienced a corresponding increase in 
trade accounts receivable at March 31, 1998.  During the three months ended 
March 31, 1998 and 1997, the Company's subscriber churn (which represents the 
number of subscriber disconnects during the period divided by the 
weighted-average number of subscribers during the period) approximated 1% per 
month.
            
     DISH Network subscription television services revenue totaled $129 
million for the three months ended March 31, 1998, an increase of $81 million 
compared to the same period in 1997.  This increase was directly attributable 
to the increase in the number of DISH Network subscribers.  Monthly revenue 
per subscriber approximated $38 during each of the three-month periods ended 
March 31, 1998 and 1997.  DISH Network subscription television services 
revenue principally consists of revenue from basic, premium and pay-per-view 
subscription television services.  DISH Network subscription television 
services revenue will continue to increase as the Company adds DISH Network 
subscribers.
            
     For the three months ended March 31, 1998, DTH equipment sales and 
integration services totaled $67 million, an increase of $65 million compared 
to the three months ended March 31, 1997.  DTH equipment sales consist of 
sales of digital set-top boxes and other digital satellite broadcasting 
equipment by the Company to international DTH service operators.  EchoStar 
currently has agreements to provide equipment to DTH service operators in 
Spain and Canada. Sales pursuant to these agreements totaled $59 million for 
the three months ended March 31, 1998.  DBS accessory and other sales totaled 
$8 million during the three months ended March 31, 1998, a $6 million 
increase compared to the same period in 1997.  
            
     While EchoStar continues to actively pursue other distribution and 
integration service opportunities, no assurance can be given that any such 
additional negotiations will be successful.  EchoStar's future revenue from 
the 

                                      7

<PAGE>

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

sale of DTH equipment and integration services in international markets 
depends largely on the success of the DTH operator in that country, which, in 
turn, depends on other factors, such as the level of consumer acceptance of 
DBS products and the intensity of competition for international subscription 
television subscribers.  No assurance can be given regarding the level of 
expected future revenues that may be generated from EchoStar's alliances with 
foreign DTH operators.
            
     Satellite services revenue totaled $5 million for the three months ended 
March 31, 1998, an increase of $3 million as compared to the same period in 
1997.  These revenues include, among other things, fees charged to content 
providers for signal carriage and revenues earned from business television 
(BTV) customers for the broadcast of organizationally specific programming.  
The increase in satellite services revenue was primarily attributable to 
increased usage by the Company's BTV customers.  
            
     DISH NETWORK OPERATING EXPENSES.  DISH Network operating expenses 
totaled $81 million for the three months ended March 31, 1998, an increase of 
$49 million as compared to the same period in 1997.  The increase in DISH 
Network operating expenses was primarily attributable to the increase in the 
number of DISH Network subscribers.  For the three months ended March 31, 
1998, DISH Network operating expenses represented 63% of subscription 
television services revenue compared to 67% of subscription television 
revenue during the corresponding period in 1997.  
            
     Subscriber-related expenses totaled $64 million for the three months 
ended March 31, 1998, an increase of $41 million compared to the same period 
in 1997. Such expenses, which include programming expenses, copyright 
royalties, residuals payable to retailers and distributors, and billing, 
lockbox and other variable subscriber expenses, totaled 50% of subscription 
television services revenues for the three months ended March 31, 1998, 
compared to 48% of subscription television services revenues for the three 
months ended March 31, 1997.  The increase in subscriber-related expenses as 
a percentage of subscription television services revenue resulted primarily 
from an increase in copyright royalties payable by satellite providers for 
the transmission of distant broadcast network and superstation signals.  This 
increase in copyright royalties accounted for approximately $3 million of the 
increase in subscriber-related expenses.
            
     Customer service center and other expenses principally consist of costs 
incurred in the operation of the Company's DISH Network customer service 
center, such as personnel and telephone expenses, as well as subscriber 
equipment installation and other operating expenses.  Customer service center 
and other expenses totaled $12 million for the three months ended March 31, 
1998, an increase of $6 million as compared to the three months ended March 
31, 1997. Customer service center and other expenses totaled 9% of 
subscription television services revenue during the three months ended March 
31, 1998, compared to 13% of subscription television services revenue during 
the same period of the prior year.  The increase in customer service center 
and other expenses resulted from increased personnel expenses to support the 
growth of the DISH Network.  While there can be no assurance that customer 
service center and other expenses as a percentage of subscription television 
services revenue will not increase, the Company expects this expense to 
revenue ratio to remain near first quarter levels for the remainder of 1998.
            
     Satellite and transmission expenses include expenses associated with the 
operation of EchoStar's digital broadcast center, contracted satellite 
tracking, telemetry and control ("TT&C") services, and in-orbit insurance on 
EchoStar's DBS satellites.  Satellite and transmission expenses increased $2 
million during the three months ended March 31, 1998, as compared to the same 
period during 1997.  This increase resulted from an increase in the number of 
EchoStar's operational DBS satellites.  The Company expects DISH Network 
operating expenses to continue to increase in the future as subscribers are 
added.  However, as its DISH Network subscriber base continues to expand, the 
Company expects that such costs as a percentage of DISH Network revenue may 
decline.
            
     COST OF SALES - DTH EQUIPMENT AND INTEGRATION SERVICES.  Cost of sales - 
DTH equipment and integration services totaled $47 million for the three 
months ended March 31, 1998, an increase of $45 million, as compared to the 
three months ended March 31, 1997.  This increase is consistent with the 
increase in DTH equipment revenue.  During the three months ended March 31, 
1998, cost of sales - DTH equipment and integration services principally 

                                      8
<PAGE>

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

included costs associated with digital set-top boxes and related components 
sold to international DTH operators.  For the three months ended March 31, 
1997, cost of sales - DTH equipment and integration services totaled $2 
million and consisted almost entirely of costs of DBS accessories sold.
            
     MARKETING EXPENSES.  Marketing expenses totaled $53 million for the 
three months ended March 31, 1998, an increase of $37 million as compared to 
the same period in 1997.  The increase in marketing expenses was primarily 
attributable to the increase in subscriber promotion subsidies.  Subscriber 
promotion subsidies include the excess of transaction costs over transaction 
proceeds at the time of sale of EchoStar Receiver Systems, activation 
allowances paid to retailers, and other promotional incentives.  The Company 
recognizes subscriber promotion subsidies as incurred.  These expenses 
totaled $45 million for the three months ended March 31, 1998, an increase of 
$32 million over the same period in 1997.  This increase principally resulted 
from the immediate recognition of all subscriber promotion subsidies incurred 
in 1998, whereas during the three-month period ended March 31, 1997, a 
portion of such expenses were initially deferred and amortized over the 
related prepaid subscription term (generally one year).  This accelerated 
expense recognition resulted from the introduction of the "1997 Promotion" in 
June 1997.  The 1997 Promotion maintained the suggested retail price for a 
standard EchoStar Receiver System at $199, but eliminated the requirement for 
the coincident purchase of an extended subscription commitment.  For the 
three months ended March 31, 1998, the Company's subscriber acquisition 
costs, inclusive of acquisition marketing expenses, totaled $51 million 
(approximately $250 per new subscriber activation).  Comparatively, the 
Company's subscriber acquisition costs, inclusive of acquisition marketing 
expenses and deferred subscriber acquisition costs, totaled $58 million (in 
excess of $400 per new subscriber activation) during the same period in 1997. 
The decrease in the Company's subscriber acquisition costs, on a per new 
subscriber activation basis, principally resulted from decreases in the 
manufactured cost of EchoStar Receiver Systems. Advertising and other 
expenses totaled $8 million for the three months ended March 31, 1998, an 
increase of $5 million over the same period in 1997, as a result of increased 
marketing activity. 
            
     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative ("G&A") 
expenses totaled $19 million for the three-month period ended March 31, 1998, 
an increase of $4 million as compared to the same period in 1997.  The 
increase in G&A expenses was principally attributable to increased personnel 
expenses to support the growth of the DISH Network.  G&A expenses as a 
percentage of total revenue decreased to 9% for the three months ended March 
31, 1998 compared to 22% for the corresponding period in 1997.  While there 
can be no assurance that G&A expenses as a percentage of total revenue will 
not increase, the Company expects this expense to revenue ratio to remain 
near first quarter levels for the remainder of 1998.
            
     EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION 
("EBITDA"). EBITDA for the three months ended March 31, 1998 improved to $8 
million compared to negative EBITDA of $3 million for the same period in 
1997.  This improvement in EBITDA principally resulted from increases in DISH 
Network and Technology revenues.  The Company believes that its EBITDA 
results may continue to improve in future periods as the number of DISH 
Network subscribers increases.  However, in the event that new subscriber 
activations exceed expectations or subscriber acquisition costs materially 
increase, the Company's EBITDA results may be negatively impacted in the 
near-term because subscriber acquisition costs are expensed as incurred.
            
     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses 
for the three months ended March 31, 1998 (including amortization of 
subscriber acquisition costs of $11 million) aggregated $24 million, a 
decrease of $17 million as compared to the corresponding period in 1997.  The 
decrease in depreciation and amortization expenses principally resulted from 
the decrease in amortization of subscriber acquisition costs.  Beginning in 
October 1997, net subscriber acquisition costs are expensed as incurred.  
Consequently, no additional subscriber acquisition costs are being deferred.  
The unamortized balance of such costs is expected to be fully amortized by 
September 1998.
            
     OTHER INCOME AND EXPENSE.  Other expense, net totaled $18 million for 
the three months ended March 31, 1998, an increase of $3 million as compared 
to the same period in 1997.  The increase in other expense resulted primarily 
from an increase in interest expense associated with an increase accreted 
balance on the Company's 12 7/8% Senior Secured Discount Notes due 2004.

                                      9
<PAGE>

                            PART II - OTHER INFORMATION
                                          
ITEM 1.   LEGAL PROCEEDINGS
                                          
        
     During February 1997, EchoStar and The News Corporation Limited ("News") 
announced an agreement (the "News Agreement") pursuant to which, among other 
things, News agreed to acquire approximately 50% of the outstanding capital 
stock of EchoStar.  News also agreed to make available for use by EchoStar 
the DBS permit for 28 frequencies at 110 West Longitude purchased by MCI 
Communications Corporation for over $682 million following a 1996 FCC 
auction.  During late April 1997, substantial disagreements arose between the 
parties regarding their obligations under the News Agreement.  
                                          
     In May 1997, EchoStar filed a Complaint requesting that the Court 
confirm EchoStar's position and declare that News is obligated pursuant to 
the News Agreement to lend $200 million to EchoStar without interest and upon 
such other terms as the Court orders.  EchoStar also filed a First Amended 
Complaint significantly expanding the scope of the litigation, to include 
breach of contract, failure to act in good faith, and other causes of action. 
 EchoStar seeks specific performance of the News Agreement and damages, 
including lost profits based on, among other things, a jointly prepared 
ten-year business plan showing expected profits for EchoStar in excess of $10 
billion based on consummation of the transactions contemplated by the News 
Agreement.  
                                          
     In June 1997, News filed an answer and counterclaims seeking unspecified 
damages.  News' answer denies all of the material allegations in the First 
Amended Complaint and asserts numerous defenses, including bad faith, 
misconduct and failure to disclose material information on the part of 
EchoStar and its Chairman and Chief Executive Officer, Charles W. Ergen.  The 
counterclaims, in which News is joined by its subsidiary American Sky 
Broadcasting, L.L.C., assert that EchoStar and Ergen breached their 
agreements with News and failed to act and negotiate with News in good faith. 
EchoStar has responded to News' answer and denied the allegations in their 
counterclaims.  EchoStar also has asserted various affirmative defenses.  
EchoStar intends to vigorously defend against the counterclaims.  Discovery 
commenced on July 3, 1997 and depositions are currently being taken.  The 
case has been set for trial commencing November 1998, but that date could be 
postponed.  
                                          
     While EchoStar is confident of its position and believes it will 
ultimately prevail, the litigation process could continue for many years and 
there can be no assurance concerning the outcome of the litigation.  
                                          
     EchoStar is subject to various other legal proceedings and claims which 
arise in the ordinary course of its business.  In the opinion of management, 
the amount of ultimate liability with respect to those actions will not 
materially affect the financial position or results of operations of EchoStar.

                                      10

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
                                          
     (a)  EXHIBITS.
                                          
                                          
           27+     Financial Data Schedule.
                                          
                                          
          
                                          
     ________________________________
                                          
                                          
           +   Filed herewith.
            

     (b)  REPORTS ON FORM 8-K.
                                          
          No reports on Form 8-K were filed during the first quarter of 1998.
        
                                          
                                          

                                      11

<PAGE>

                                     SIGNATURES

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

                     DISH LTD

                     By:  /s/ DAVID K. MOSKOWITZ 
                        --------------------------------------
                          David K. Moskowitz
                          Senior Vice President, General Counsel and Secretary


                     By:  /s/ JOHN R. HAGER 
                        --------------------------------------
                          John R. Hager
                          Vice President - Controller
                          (PRINCIPAL ACCOUNTING OFFICER)

Date:  May 15, 1998