ECHOEchoStar

Please revise to address whether tendering may only be done during an open trading window. In addition, clarify whether tendering and then withdrawing would void the tendering holder's Rule 10b5-1 trading plan. 6. Conditions of this Exchange Offer, page 27

The Company acknowledges the Staff’s comment and in response thereto has amended Question 24 on page 13 of the Offer to Exchange to clarify that Eligible Employees may tender their Eligible Options at any time before the Expiration Time, regardless of whether or not there is an open trading window, and that the act of tendering Eligible Options may void the tendering holder’s Rule 10b5-1 trading plan, regardless of whether or not such tender is subsequently withdrawn.

6. Conditions of this Exchange Offer, page 27 Read in the reply ↗

On page 28, you include a condition that will be triggered by "[a]ny general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market." Please revise to explain what would be considered a limitation on prices for securities on any national securities exchange or in the over-thecounter market, or delete.

The Company acknowledges the Staff’s comment and in response thereto has amended Section 6 of the Offer to Exchange to remove such condition. Read in the reply ↗

You include a condition that will be triggered by "commencement or escalation of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States" (emphasis added). The broad wording of this offer condition may raise illusory offer concerns under Regulation 14E.

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Please revise to narrow or qualify this condition by explaining what would constitute an "indirect involvement" of the United States, or delete this language.

The Company acknowledges the Staff’s comment and in response thereto has amended Section 6 of the Offer to Exchange to remove Read in the reply ↗

Refer to the following statement made on page 29: "We may waive the conditions, in whole or in part, at any time and from time to time prior to the Expiration Time..." If an offer condition is "triggered" while the offer is pending, in our view, the offeror must promptly inform security holders whether it will assert the condition and terminate the offer, or waive it and continue.

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Reserving the right to waive a condition "at any time and from time to time" may be inconsistent with your obligation in this regard. Please confirm in your response letter that you will promptly notify Eligible Employees if a condition is triggered while the Exchange Offer is pending.

The Company acknowledges the Staff’s comment and in response thereto has amended the final paragraph of Section 6 of the Offer to Exchange to add the following language: “Promptly upon becoming aware of the occurrence of an event described in this Section 6, we will notify Eligible Employees of the occurrence of such event and whether or not we are electing to waive the corresponding condition in accordance with this Section 6.” Read in the reply ↗

Please revise the language indicating you may decline to accept tenders of Eligible Options from certain jurisdictions. While you may avoid disseminating tender offer materials into certain foreign jurisdictions where making the offer is prohibited under local law, you must comply with the all-holders requirement in Rule 13e-4(f)(8)(i). See Section II.G.1 in Exchange Act Release No. 34-58597 (September 19, 2008).

The Company acknowledges the Staff’s comment and respectfully submits that Rule 13e-4(f)(8)(i) is not applicable to the

Company’s Exchange Offer. The Exchange Offer is an exchange offer for employee stock options that is conducted for compensatory purposes, of the type described in the Commission’s Exemptive Order dated March 21, 2001, entitled “Issuer Exchange Offers

Conducted for Compensatory Purposes” (the “Exemptive Order”).

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The treatment of holders in certain jurisdictions described in the first paragraph of Section 17 of the Offer to Exchange is consistent with the Company’s compensation policies and permissible under the Exemptive Order. Nevertheless, upon further review the Company has determined that it is appropriate under the circumstances of the Exchange Offer to clarify that the Company will make a good faith effort to comply with applicable law and accept all duly tendered Eligible Options where it is consistent with applicable law to do so, regardless of where the option holder is located.

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We note your response to prior comment 1 and the fact that the first sentence of the answer to Question 24 has been revised from stating that an Eligible Employee’s trading plan “will be cancelled” to “may be cancelled” if an Eligible Employee elects to exchange an Eligible Option covered by a Rule 10b5-1 trading plan.

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Please explain to us the reason for this change, and please revise your disclosure to address specific uncertainties concerning whether a participant’s trading plan would be canceled if they elected to participate in the Exchange Offer.

The Company acknowledges the Staff’s comment and in response thereto has amended Question 24 on page 13 of the Offer to Exchange to clarify that, in the event that an Eligible Employee elects to exchange an Eligible Option covered by a Rule 10b5-1 trading plan, the Company will deem such Rule 10b5-1 trading plan relating to such Eligible Option to be cancelled as of the Expiration Time, regardless of whether or not such tender is subsequently withdrawn. Read in the reply ↗

We note your disclosure regarding the February 2014 Satellite and Tracking Stock Transaction throughout your annual report. Please enhance this disclosure to discuss the purpose and effect of the transaction on the company, the holders of the company’s Class A common stock and DISH Network Corporation.

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Briefly explain why the company and DISH Network chose to use a tracking stock structure and issuance of tracking stock by both the company and its subsidiary, Hughes Satellite Systems Corporation. Explain how the two tracking stocks represent an aggregate 80.0% economic interest in the residential retail satellite broadband business of our Hughes segment and how DISH Network receives the benefits of this economic interest. Clarify how the rights of the Class A common stockholders of the company have been and could be impacted by the operation of the tracking stock and terms of the related investor rights agreement. Similarly, please revise your risk factors regarding the tracking stock to clarify what the risk is to the Class A common stockholders.

1(a).

The Company entered into the Satellite and Tracking Stock Transaction to increase the scale of its satellite services business, which provides high-margin revenues, while maintaining operational control of and continuing to benefit from, the growth and the value of the satellite broadband business consistent with the long term strategic plans of the Company.

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As a result of the Satellite and Tracking Stock Transaction, the Company has expanded its satellite fleet and increased the earnings potential of its

EchoStar Corporation

100 Inverness Terrace East · Englewood, CO 80112 · Tel: 303.706.4000 satellite services business. In future filings, including the Company’s Form 10-Q for the quarter ended June 30, 2015, we will enhance the disclosures in Note 2. Hughes Retail Preferred Tracking Stock to our Consolidated Financial Statements to discuss the purpose and effect of the transaction on the Company and the Company’s Class A Common Stock similar to the Note 2. Hughes Retail Preferred Tracking Stock included in Attachment A. In addition, the Company will continue to quantify and discuss in Management’s Discussion and Analysis of Financial Condition and Results of Operations the specific impacts of the Satellite and Tracking Stock Transaction on the financial statements of the Company as relevant and applicable to the reporting period as we have done in our prior Form 10-Ks and Form 10-Qs. We are not in a position to determine the purpose and effect of the transaction on DISH Network Corporation (“DISH Network”) and are therefore not able to provide any disclosure in that regard.

Response 1(b).

The Company chose to utilize a tracking stock structure because such structure was optimal from an economic and tax perspective. In future filings, including the Company’s Form 10-Q for the quarter ended June 30, 2015, we will modify the disclosures in Note 2. Hughes Retail Preferred Tracking Stock to our Consolidated Financial Statements to explain (i) why EchoStar chose to use a tracking stock structure and issuance of tracking stock by both EchoStar and its subsidiary, Hughes Satellite Systems Corporation; (ii) how the two tracking stocks represent an aggregate 80.0% economic interest in the residential retail satellite broadband business of our Hughes segment; and (iii) how DISH Network receives the benefits of this economic interest, in each case similar to the Note 2. Hughes Retail Preferred Tracking Stock included in Attachment A.

Response 1(c).

In future filings, including the Company’s Form 10-Q for the quarter ended June 30, 2015, we will enhance the disclosures in Note 2. Hughes Retail Preferred Tracking Stock to our Consolidated Financial Statements and our risk factors to clarify how the rights of the Class A common stockholders of the company have been and could be impacted by the operation of the tracking stock similar to the disclosures included in Attachment A and Attachment B.

Response 1(d).

In future filings, including the Company’s Form 10-Q for the quarter ended June 30, 2015, we will revise our current risk factors and add additional risk factors regarding the tracking stock to clarify what the risk is to the Class A common stockholders similar to the disclosure included in Attachment B.

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We note that the company has three classes of equity securities with voting rights – the Class A common stock, the Class B common stock and the Hughes Retail Preferred Tracking Stock. Since several classes of voting securities have different voting rights, please add a column to the beneficial ownership table that discloses the total voting power of each beneficial owner.

2. In future filings, we will add a column to the beneficial ownership table that discloses the total voting power of each beneficial owner similar to the beneficial ownership table included in Attachment C, which revises the beneficial ownership table presented in the Company’s 2015 Definitive Proxy Statement to reflect the requested additional information.

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The total voting power for each holder of our equity securities is also provided in the footnotes to the beneficial ownership table.

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In connection with our response to the above comments, the Company acknowledges that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We note that your segment information on page F-48 discloses the company manages and evaluates its operations in three major reportable segments: EchoStar Technologies; Hughes; EchoStar Satellite Services, based on revenue and costs that are directly attributable to the operating segments, resulting in segment operating income.

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Please revise your discussion of Results of Operations to address your reportable segment profitability measure, including directly attributable operating costs, consistent with those disclosed in your ASC 280 segment information as is required by Financial Reporting Release No. 36 (Section 501.06). Please provide us with your proposed disclosures.

1. We propose to revise the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-K to include a discussion of our reportable segment profitability measure that is regularly reported to our chief operating decision maker, which is earnings before interest, taxes, depreciation, and amortization (“EBITDA”), including directly attributable operating costs, consistent with the discussion in the Company’s ASC 280 segment information contained in Note 17 to our Consolidated Financial Statements beginning on

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page F-48 of the Form 10-K. Specifically, the Company has included additional disclosures related to segment EBITDA, Equipment revenue-DISH Network, Equipment revenue-other, Services and other revenue —other, Cost of sales-equipment, Cost of sales-services and other, and Depreciation and amortization, as applicable. Please see the proposed disclosures attached hereto as Attachment 1 “Revised Results of Operations”. The proposed disclosures include the entirety of the Results of Operations for the year ended December 31, 2012 compared to the year ended December 31, 2011, including disclosures that have not been revised.

In future filings, we will expand the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations to include similar disclosures related to our reportable segment profitability measure and other disclosures that management considers significant in the evaluation of segment profitability.

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Please consider expanding and revising your discussion under results of operations for all periods to provide more robust explanations for the changes in line items within your statements of income by quantifying decreases and increases and addressing the underlying reasons for changes. a.

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For example, in the Equipment revenue – DISH Network section, you only generically refer to decreases in set top box sales and a decline in the average revenue per unit (ARPU). You should separately quantify both the decrease in the number of set top boxes and accessories and the decline in ARPU compared to the prior year. Furthermore, please explain what you mean by a “change in product mix and continued manufacturing efficiencies.” b. In light of successive double digit percentage decreases in Equipment revenue – DISH Network, please also disclose any known trends or uncertainties you reasonably expect will have a material impact on revenues. c. In other sections, for example, separately discuss and quantify the increases in sales of broadband equipment and networks attributable to the Hughes segment. d. Another example, in the Realized gains on marketable investment securities and other investments section, please provide a better description of the marketable investment securities and other investments sold and the reasons they yielded higher gains. e. Additionally clearly explain, and quantify if material, the underlying factors that contributed to the fluctuation in your effective tax rate including changes to your valuation allowance for deferred taxes that were capital in nature. We note your valuation allowance as disclosed on page F-32 actually increased by about $33.5 million to $69.2 million during 2012, while your tax rate reconciliation table on page F-31 indicates a rate decrease of 39%. Please provide us with your proposed disclosures. This is not meant to represent an all-inclusive list of where your MD&A should be improved. We encourage you to provide quantification of amounts and further clarification throughout your discussion. See Item 303(a)(3) of Regulation S-K

2. We propose to revise the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-K to expand the discussion of the explanations of the changes in line items within the

Company’s statements of income by quantifying decreases and increases and addressing the underlying reasons for changes. Among other things, the Company has addressed the following:

a.

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Our EchoStar Technologies segment sells a variety of types of set-top boxes with different price points depending on the capabilities and functionalities of the set-top box. The number of set-top boxes sold at each of the price points fluctuates period over period depending upon the demand from DISH Network and their subscriber product preferences. The “change in product mix and continued manufacturing efficiencies” is meant to describe the change in the proportion of high versus low priced products that are sold in a particular period compared to the prior period. In addition, the total number of set-top boxes sold to DISH Network also fluctuates period over period as DISH Network performs ongoing management of their inventory levels of the various types of set-top boxes. These fluctuations in product price point and total number of set-top boxes purchased do not follow any particular pattern and can cause the average revenue per unit (“ARPU”) as well as the quantity of the set-top boxes we sell to DISH Network to vary period over period. One factor contributing to such unpredictability includes the life cycle of new set-top box models that are introduced, which tend to have higher prices and sales volumes immediately after introduction that generally decrease over time. As such, management does not believe that quantifying the increase or decrease in the number of set-top boxes and accessories sold to DISH Network or the ARPU associated with those units would be meaningful to an investor or assist an investor in understanding the changes in Equipment revenue — DISH Network compared to prior periods.

The equipment revenue we receive from DISH Network is directly tied to our manufacturing costs for the products we sell to DISH Network. Pursuant to the terms of our Receiver Agreement with DISH Network, we sell digital set-top boxes, related accessories and other equipment either: (i) at a cost plus a dollar mark-up which will depend upon the cost of the product subject to a collar on our mark-up; or (ii) at cost plus a fixed margin, which will depend on the nature of the equipment purchased. Accordingly, as our costs of acquiring and manufacturing equipment declines, our revenue from the sale of the related equipment declines. Based on our experience, we expect our cost of manufacturing a specific set top box model to decline over time as our contract manufacturer generates efficiencies with scale of production and engineering cost reductions.

We have revised the Equipment revenue — DISH Network section of our Results of Operations to provide additional disclosure regarding the relevant factors underlying the decrease in revenue for the year ended December 31, 2012 compared to the year ended December 31, 2011. Please see the proposed disclosures attached hereto as Attachment 1 Revised Results of Operations. The proposed disclosures include the entirety of the Results of Operations for the year ended December 31, 2012 compared to the year ended December 31, 2011, including disclosures that have not been revised. In future filings, we will continue to include similar types of disclosures to provide a more detailed description of the variances in Equipment revenue-DISH Network.

b. Historically, in the period immediately following the introduction of new set-top box models we experience a higher volume of purchases in the early stages of product life as DISH Network builds inventory of the new product. These sales volumes plateau and sometimes decline over time as DISH Network builds an inventory of these new models that is sufficient to service the demand for the product. The pay-TV industry in which DISH Network operates has experienced increased demand for whole-home DVRs. In response to this demand, our new generation of set top boxes, introduced in early 2012, includes a combination of a higher priced whole-home DVR with enhanced functionality that serves as a gateway and smaller, lower-priced set-top boxes that work with the whole-home DVR to provide increased functionality to multiple boxes within the home. The combination of the whole-home DVR and two or more of the lower priced set-top boxes tends to lower the overall cost for a given household with multiple televisions. As a result, because of the structure of our Receiver Agreement with DISH Network, as described above, the combination of the whole-home DVR and two or more of the lower-priced set-top boxes yields lower total revenue than a combination of the same number of some of our predecessor products.

c. In the “Equipment revenue — DISH Network” and “Equipment revenue — other” sections in the proposed disclosures, we have separately discussed and quantified the changes in sales of broadband equipment and networks that are attributable to our Hughes segment. The increase in “Equipment revenue — other” attributable to our Hughes segment for the year ended December 31, 2012 compared to the year ended December 31, 2011 was primarily due to partial-year revenue earned in 2011 compared to full-year revenue earned in 2012 as the acquisition of Hughes Communications, Inc. which added our Hughes segment, was not completed until June 2011. The Company expects the percentage of increase in “Equipment revenue — other” related to our Hughes segment in future periods to be lower as the period over period results become more comparable.

d. We have proposed additional disclosures regarding the marketable investment securities and other investments sold and have quantified the portion of “Realized gains on marketable securities and other investments” attributable to the sale of strategic investments.

e. In the “Income tax benefit (provision), net” section of the proposed disclosures, we have provided additional details regarding the changes in our valuation allowance for deferred tax assets that are capital in nature, which is the underlying factor that contributed to the fluctuation in the Company’s effective tax rate. We have quantified these amounts in the proposed revised disclosures.

Please see the proposed disclosures attached hereto as Attachment 1 “Revised Results of Operations”. The proposed disclosures include the entirety of the Results of Operations for the year ended December 31, 2012 compared to the year ended December 31, 2011, including disclosures that have not been revised. In future filings, we will continue to focus on providing more robust explanations for the changes in the line items within the Company’s statements of income by quantifying decreases and increases and by addressing the underlying reasons for such changes.

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We note that your senior notes are approximately 30% of total liabilities and shareholders’ equity. Please disclose any significant financial debt covenants related to the senior notes and discuss the extent of headroom in the financial covenants of your senior notes in more detail by identifying the levels and ratios required by the covenants, and disclosing your actual levels and ratios corresponding to each

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covenant. In addition, discuss the reasonably likely effects of non-compliance with the covenants on your financial condition and liquidity. We note your disclosures on pages 26, 60, F-9, and F- 27. Please provide us with your proposed disclosures.

3. We propose to revise Note 10, Debt and Capital Lease Obligations, to our consolidated financial statements to specify the significant financial debt covenants related to the Company’s senior notes. Please see the proposed disclosures, attached hereto as Attachment 2 “Revised Note 10. Debt and Capital Lease Obligations” to be contained in future filings.

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We respectfully advise the Staff that management believes that Hughes Satellite Systems Corporation, the Company’s wholly-owned subsidiary that was the issuer of the senior notes (“HSS”) and relevant subsidiaries of HSS, were in compliance with the financial covenants related to the senior notes as of December 31, 2012; therefore, management did not believe that these covenants would materially impact the Company’s operations, financial condition or liquidity as of December 31, 2012. In addition, as each of the significant financial covenants related to the senior notes is an incurrence covenant and not a maintenance covenant, the Company believes that the risk of non-compliance with these covenants by HSS or its relevant subsidiaries is low. We will continue to monitor the compliance with these financial covenants and if, in the future, the Company believes it is reasonably likely that the HSS and its relevant subsidiaries will not meet one of these financial covenants or that that any of these financial covenants may materially impact our financial condition or liquidity, we will include appropriate disclosures in our future filings, including any required and actual levels and ratios corresponding to each covenant as requested above.

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In connection with our response to the above comments, the Company acknowledges that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

· staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We note your response to comment 1. We note your proposed segment disclosures in attachment 1 and the added EBITDA information regarding your three reportable segments. However, the disclosures do not appear to be in a form consistent with the objective of providing investors an opportunity to look at the company through the eyes of management.

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If management has determined that they operate, manage, and evaluate the company in three major reportable segments: EchoStar Technologies; Hughes; EchoStar Satellite Services, then the MD&A should separately analyze revenues, profitability, and the cash needs of these reportable segments. Please explain whether the current presentation of the Result of Operations is consistent with the company’s internal management reports, and whether or not a more detailed presentation and discussion by reportable segment would be necessary for a comprehensive understanding of the business.

1. Management operates, manages and evaluates the Company collectively as well as in the Company’s three major reportable segments. Segment reporting contained in the Company’s internal reports to management is typically based on three metrics: revenue, capital expenditures and EBITDA. We propose to expand Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s future filings to add a Segment Results of Operations section that will provide a discussion of revenue, capital expenditures and EBITDA related to each of our three major reportable

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segments. Please see the proposed additional disclosures attached hereto as Attachment 1 “Proposed Revised Results of Operations”. The proposed disclosures include the entirety of the Results of Operations section for the three and six months ended June 30, 2013 compared to the three and six months ended June 30, 2012, including disclosures that have not been revised.

In future filings, we will expand Management’s Discussion and Analysis of Financial Condition and Results of Operations to include disclosures related to our three major reportable segments similar to the discussion included in the Segment Results of Operations section in Attachment 1.

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We note your response to comment no. 2. Please further clarify for us why you believe that quantifying and analyzing the period to period changes in sales of set-top boxes and their price would not be meaningful to investors.

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In this regard, it appears the profitability of your Echostar Technologies segment in a particular period is materially dependent upon the number of set-top boxes sold at various price points, both of which fluctuate depending upon product demand from the segment’s major customer and its subscribers. Therefore, please consider quantifying the number of set-top boxes sold while identifying and explaining the model equipment volume and price mix changes from period to period according to your customer’s subscribers’ demands.

2. Our EchoStar Technologies segment sells a wide-variety of models of set-top boxes and types of accessories, all at different price points based on both the model or accessory type and the negotiated contract price with the particular customer. The disclosure of volume and price information by model or accessory type would not only be impracticable but would also result in the release of competitively sensitive information to our competitors as well as our customers.

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Moreover, the amount of information that would need to be provided in order to list each set-top box model and accessory type along with each associated price point would likely be so voluminous and complex that it may serve to confuse investors instead of providing them with meaningful information regarding the changes in revenue related to our EchoStar Technologies segment period over period.

We propose to revise the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s future filings to include disclosures regarding the percentage change in the volume and associated weighted average prices of set-top boxes and accessories sold by our EchoStar Technologies segment within the reporting period. The Company believes that these disclosures will provide meaningful information to investors by quantifying the changes in the number of set-top boxes and accessories sold while also explaining the changes in the price mix period over period. Please see the proposed additional disclosures attached hereto as Attachment 1 “Proposed Revised Results of Operations”.

In future filings, we will continue to provide similar disclosures to quantify the variances in volume and prices associated with the sales of set-top boxes and accessories by our EchoStar Technologies segment.

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In connection with our response to the above comments, the Company acknowledges that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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