Filed by EchoStar Communications Corporation
                                Pursuant to Rule 425 under the Securities
                                Act of 1933 and deemed filed pursuant to
                                Rule 14a-12 under the Securities Exchange
                                Act of 1934

                                Subject Company: Hughes Electronics Corporation
                                Commission File No. 0-26035
                                Date: August 7, 2001

Materials included in this filing contain "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 our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of
EchoStar Communications Corporation ("EchoStar") or a combined EchoStar and
Hughes Electronics Corporation ("Hughes") to differ materially, many of which
are beyond the control of EchoStar include, but are not limited to, the
following: (1) the businesses of EchoStar and Hughes may not be integrated
successfully or such integration may be more difficult, time-consuming or costly
than expected; (2) expected benefits and synergies from the combination may not
be realized within the expected time frame or at all; (3) revenues following the
transaction may be lower than expected; (4) operating costs, customer loss and
business disruption including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers, may be greater
than expected following the transaction; (5) generating the incremental growth
in the subscriber base of the combined company may be more costly or difficult
than expected; (6) the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; (7) the
effects of legislative and regulatory changes; (8) an inability by EchoStar to
obtain certain retransmission consents; (9) EchoStar's inability to retain
necessary authorizations from the FCC; (10) an increase in competition from
cable as a result of digital cable or otherwise, direct broadcast satellite,
other satellite system operators, and other providers of subscription television
services; (11) the introduction of new technologies and competitors into the
subscription television business; (12) changes in labor, programming, equipment
and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in EchoStar's periodic reports filed with the
Securities and Exchange Commission. You are urged to consider statements that
include the words "may," "will," "would," "could," "should," "believes,"
"estimates," "projects," "potential," "expects," "plans," "anticipates,"
"intends," "continues" or the negative of those words or other comparable words
to be uncertain and forward-looking. This cautionary statement applies to all
forward-looking statements included in this filing.

Subject to future developments, EchoStar may file with the Securities and
Exchange Commission a registration statement at a date or dates subsequent
hereto to register the EchoStar shares to be issued in the proposed transaction.
Investors and security holders are urged to read the registration statement
(when and if available) and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because they will


important information. Investors and security holders may obtain a free copy of
the registration statement (when and if available) and other relevant documents
at the SEC's Internet web site at The registration statement (when
and if available) and other relevant documents may also be obtained free of
charge from EchoStar by directing such request to: EchoStar Communications
Corp., 5701 South Santa Fe Drive, Little, CO 80120, Attention: Investor
Relations. Information regarding the names, affiliations and interests of the
participants in the solicitation was filed with the Securities and Exchange
Commission by EchoStar on August 6, 2001.

The following is a transcript of the analyst conference call held by EchoStar
on August 6, 2001.

Operator                   Good morning, ladies and gentlemen, and welcome to
                           the EchoStar Analyst conference call. At this time
                           all participants are in a listen-only mode. Later we
                           will conduct a question and answer session and
                           instructions will follow at that time. If anyone
                           should require assistance during the call, please
                           press star followed by the zero on your touchtone
                           phone. As a reminder, ladies and gentlemen, this
                           conference is being recorded.

                           Your host for today's conference is Mr. David
                           Moskowitz, Senior Vice President and General Counsel.
                           Please go ahead, sir.

D. Moskowitz               Good morning. I'm David Moskowitz, EchoStar's Senior
                           Vice President and General Counsel. I'd like to
                           welcome all of you today and thank you for joining
                           us, especially on such short notice. In a moment,
                           Charlie will come up here and talk to you about the
                           details of our announced proposal to combine with
                           Hughes and then we'll answer any questions that you
                           might have.

                           But before I bring up Charlie, there are a few
                           housekeeping matters we have to go through so I'll do
                           that. First, as you know, this meeting is intended
                           primarily for investors and analysts so we'll only
                           take questions from investors and analysts at this
                           time. At noon today we'll have a separate press
                           conference and at that time we can answer questions
                           for the media as well.

                           Now for the Safe Harbor. This presentation will
                           contain forward looking statements within the meaning
                           of the Private Security Litigation Reform Act. Those
                           statements involve known and unknown risks,
                           uncertainties and other factors that could cause our
                           actual results to be materially different from
                           historical results or from any future results
                           expressed or implied by those forward looking
                           statements. I would commend you to the press release
                           and to our periodic statements filed with the SEC for
                           all of the risk factors that are involved in our
                           business. In addition, you are urged to remember to
                           consider words like may, will, would, should,
                           believes, estimates, projects, potential, expects,
                           plans, anticipates, intends, continues, or similar
                           words and words to a negative of those, to be
                           uncertain and forward looking.

                           EchoStar and certain executive officers of EchoStar
                           may be deemed to be participants in EchoStar's
                           solicitation of proxies from GM and GMH shareholders.
                           A detailed list of the names, affiliations and
                           interest of the participants in the solicitation was
                           filed with the SEC on August 6th. Subject to future
                           developments, EchoStar may file with the SEC a
                           registration statement at a date or dates subsequent
                           hereto to register the EchoStar shares to be issued
                           in the proposed transaction. Investors and security
                           holders are urged to read the registration statement
                           when and if it is filed and available, and any other
                           relative documents filed with the SEC as well as any
                           amendments or supplements to those documents because
                           they will contain certain important information.
                           Investors and security holders can obtain a free copy
                           of the registration statement if and when it is filed
                           and other relevant documents at the SEC's internet
                           website at The registration statement,
                           if and when filed,


                           and other documents may also be obtained free of
                           charge from EchoStar by directing the request to
                           EchoStar at 5701 South Santa Fe Drive, Littleton,
                           80120, attention, investor relations.

                           Now with that out of the way I'd like to bring
                           Charlie Ergen up to give you a presentation on the
                           proposed transaction. Charlie?

C. Ergen                   Thank you, David, and good morning, everyone. Again,
                           thanks for coming. As you know, we've announced today
                           a proposal to combine EchoStar and Hughes
                           Electronics. This combination has a tremendous
                           benefit, we think, to shareholders, customers,
                           employees and consumers alike and it's really the
                           next step we think in making DBS a stronger business
                           and a more thorough competitor in the marketplace.

                           I'd like to walk you through this morning why we
                           believe this combination is attractive to the
                           shareholders. How we'll position EchoStar to compete
                           aggressively against the cable industry and why we're
                           confident that we would receive regulatory approval
                           of this transaction.

                           The proposed transaction very simply is a stock for
                           stock transaction with .75 dish network EchoStar
                           shares for each GMH share. Values Hughes at $32
                           billion, which includes about $1.9 billion of debt.
                           There is an additional $42-$56 billion of synergies
                           in this deal on a net present value basis and we'll
                           go through a lot of details on that before we're
                           done. Economic ownership provides almost two-thirds
                           ownership to the Hughes shareholders and a little
                           over a third to the EchoStar shareholders and again
                           this is potentially tax free to all GM and GMH

                           The benefits to the shareholders are really that they
                           increase their value particularly because of all the
                           synergies so there's really a premium on top of the
                           premium, an 18% premium on the stock price but then
                           because of the synergies, that premium is really
                           extended well beyond that, more than really doubling
                           the value to GMH shareholders. It combines a 100%
                           digital platform now to 16 million subscribers so we
                           can compete effectively with obviously the large
                           cable and broadband providers. We know there's
                           consolidation going on within the broadcast industry,
                           consolidation certainly contemplated within the cable
                           industry who are already the incumbents out there.
                           This allows us to reach 100 million households more
                           effectively, leverages some of the economics we
                           already have in this business and I think we combine
                           this with a superior management team that has a great
                           proven track record who has really built this
                           industry brick by brick for the last 21 years and has
                           a thorough understanding of what it takes to put the
                           discipline in the marketplace and compete.

                           Let's go through the economics of the proposed
                           transaction. You can see on the GMH shares, if you
                           happen to be a GMH shareholder today that we've
                           offered you an 18% premium over last Friday from $19
                           to $23 a share. With the synergies that we're going
                           to go through, that value can go up to between $43
                           and $49 a share depending on the lower and upper case
                           that we'll show you and of course you'll run your own
                           numbers and make your own conclusions about that.

                           It's a bit more complicated if you're a GM
                           shareholder and I'll try to walk you through it. If
                           you're a GM shareholder you own .76 shares of the GMH
                           share so that's essentially about $17 of value. Today
                           you have about $15 of value, with our premium on it,
                           it's $17 in value and then with the synergy we take
                           you up to about $33 or $38. So even the lower end of
                           our scale in synergy, if you're a GM shareholder
                           today, the GMH share would be half of the value of
                           that today if you believe the synergies that we'll
                           show you in the low end. And if you're a Dish Network
                           subscriber, you have a $30 stock as of Friday and the
                           synergies will take you up between $57 and $66. So
                           it's a win, win, win situation for all shareholders


                           involved in there. We don't believe anybody can put
                           those kind of compelling economics out here except
                           EchoStar in this deal.

                           Tremendous benefits to consumers, that'll clearly be
                           important as we look at the regulatory side of this.
                           But we're going to be able to increase our local to
                           local service, we're going to be able to double or
                           triple the amount of markets we go to. We know and
                           you guys know that we don't effectively compete
                           against cable unless we can broadcast local channels.
                           The only way we can do that is to more efficiently
                           use spectrum, this deal allows us to do that. High
                           definition television is something that still, after
                           many years, is not rolled out to America. It's
                           something we can do via satellite with the
                           appropriate spectrum, it's something that even the
                           broadcasters haven't rolled out themselves, something
                           we can do in this offering in a very timely manner
                           throughout the whole United States. Video on demand,
                           as you know, is becoming a big factor and strategy,
                           particularly within the cable environment. That's
                           difficult for us to do in the satellite industry
                           unless we have the capacity to do that and this deal
                           allows us to do that and to compete effectively in
                           the video on demand. Again, we can add an awful lot
                           of specialty content, particularly on the interactive

                           There's significant cost savings and we'll go through
                           and detail those cost savings but as you can imagine,
                           when you combine two companies that have completely
                           duplicated each other's service, billions of dollars
                           of capital expenditures, half a dozen satellites in
                           outer space, different uplinks and when you combine
                           those together you have a tremendous cost savings
                           that you can pass on some of those savings to
                           consumers. And of course, one of the things that
                           excites me the most is we can bridge the digital
                           divide. We've always wanted to go out there and make
                           sure that people in rural America are not
                           disenfranchised because there's no phone company
                           that's willing to invest or a cable company willing
                           to invest in high speed access. We can do that more
                           efficiently with the bandwidth here now and attack
                           our subscriber base with an offering beyond video.

                           If you look at it, you guys are certainly aware of
                           the multi-channel TV landscape with AT&T being the
                           largest today. On a proforma basis, we would be
                           slightly larger than AT&T but obviously it's likely
                           that AT&T will be consolidating with one or more of
                           the cable operators and in fact by the time we would
                           consummate this deal we may be a distant number two
                           in the multi-channel providers. But it's important to
                           note that this is a combination not of the number one
                           and two players in the marketplace or even the number
                           one and four players like Comcast and AT&T, this is a
                           combination of the number three and number seven
                           players in the marketplace to make it a more
                           effective competitor to the strong incumbents in

                           If you look at it from a revenue perspective, even
                           after the combination of this we're slightly smaller
                           than AT&T as a stand alone company in revenue but
                           certainly a distant second if they were to combine
                           with one of the other cable companies. So again,
                           we're still a bit of a small fish in a big pond, even
                           after this deal.

                           Obviously we've shown this slide to you before many
                           times but we think it's imperative that we continue
                           to leverage some of the advantages that we have. The
                           way we get a bigger pipe is to put the spectrum
                           together and we have to do that. Obviously we have a
                           national footprint, our costs and our technology is
                           less per homes passed and we're 100% digital,
                           although obviously cable's made great inroads there.
                           Our channel capacity would be enhanced, our planned
                           upgrades would be enhanced because we can combine the
                           satellite spectrum we have. Our customer service, at
                           least on the EchoStar side has been rated number one
                           in this industry for a long time. Obviously cable has
                           tremendous advantage of incumbency in terms of being
                           in the home already, in 77% of the homes and
                           obviously broadband is one where at least today cable
                           and perhaps the phone companies have the advantage,
                           certainly cable has an advantage over satellite and
                           we have a long way to go to prove the economics for
                           satellite delivered systems.


                           Having said all that, the combination puts us in a
                           great position. One reason is because we'll be
                           extremely low leveraged. If you look at the cable
                           industry as a whole and you run through the numbers
                           you'll see that there's a little bit less than $2,000
                           debt per subscriber for the big cable players and
                           EchoStar Hughes combination on a proforma basis is
                           only $429 of debt. Why is that important? Even on a
                           net basis, that takes the cash that we have on our
                           balance sheet and also with what Hughes has, a little
                           over $200 debt, obviously that's important. There is
                           not cash offered in this particular deal. If for some
                           reason General Motors were to say, "Gee, we like the
                           deal but we want some cash." This combined entity
                           certainly has a lot of room to raise additional
                           capital and still be well below 1/4 in fact if you
                           just added $5 billion of debt on there you'd see that
                           you're still in the low $700 range for debt on this
                           company and still $3 billion of cash on the balance
                           sheet to run the business. So a combination of stuff,
                           you can support additional debt if necessary.

                           Again, I think we as an industry and both companies
                           have been very efficient in investing our capital and
                           getting a return on that capital. Our combination of
                           our two companies on a proforma basis would be a
                           fraction of the cable industry in terms of capital
                           invested. Certainly if you look at it on a per basic
                           sub basis again, while we've been a bit more
                           efficient than Hughes has been, we've both been
                           considerably more efficient than the cable industry
                           has been in terms of deploying capital. Again, that
                           ultimately is going to result in efficiencies and
                           lower costs to consumers.

                           We're going to spend a lot of time on synergies
                           because that's what really makes this deal work and
                           why this deal is really unparalleled in the
                           marketplace. I'm going to start to the aggregate
                           benefit. Obviously we're going to go through it in
                           detail but there's really two kinds of synergies.

                           There's cost synergies and there's revenue synergies.
                           We're certainly going to get more subscribers than we
                           otherwise would as we become a more effective
                           competitor to cable. Our RPU is going to go up as we
                           add services that we couldn't otherwise do
                           separately. Definitely, definitely going to increase
                           EBITDA and we're definitely going to reduce churn.

                           In aggregate, we believe that we'll get about 9.4
                           million incremental subs than we otherwise would have
                           without doing this deal as an industry. We believe
                           that by 2005 we'll be generating $5 billion of
                           annualized EBITDA that we otherwise wouldn't have as
                           independent companies and we think that all that
                           results in shareholder value of somewhere between
                           $20-$26 a share for GMH, $15-$20 for GM and $27-$35
                           for Dish Network subscribers. And we'll go through
                           the details of this in the presentation and spend as
                           long as you want to on it.

                           In fact, here it is in the presentation. This is the
                           overview of it and as I mentioned, there's cost
                           savings and we'll go again through detail of this but
                           SAC is the number one cost savings. As you know, that
                           SAC has been rising for our industry over the last
                           five years. One of those driving forces is exclusive
                           payments paid to keep one of the other, to keep
                           EchoStar in particular out of some of the CE stores,
                           obviously that wouldn't be necessary in this
                           particular combination. Churn obviously has been
                           rising, a lot of reasons for that including piracy
                           and non-standardization of a product. We can
                           obviously make huge inroads into that by a
                           combination. Nobody doubts that we could save money
                           in programming, we still pay 5%-15% more than the
                           large cable operators for our programming, obviously
                           a combination of 60 million subscribers puts us more
                           on a level playing field with the big cable

                           In terms of revenue, obviously with the advent and
                           the ability to put more PBR devices out there and the
                           advent of the 16 million subscriber base growing to a
                           30 million subscriber base, our advertised and
                           interactive ability is greatly enhanced over what it
                           would be if you split that between two companies.
                           When you can go into the top 100 markets instead of


                           top 40 markets from a local loop business you
                           obviously are going to get more customers and we know
                           that's a proven model for our company and our
                           industry. So we'll go through some of the details of
                           those. But about two-thirds of the savings are cost
                           savings, about one third of the synergies are coming
                           from revenue savings.

                           I'll go through some of the assumptions here and
                           they'll probably be a little detailed, maybe more
                           detailed than you want here but it's important that
                           you understand that. Certainly people who don't
                           totally understand the industry, it's hard to believe
                           the kind of synergy that we're talking about, raw
                           numbers, until you really break it down and then I
                           think you'll see that these numbers are pretty
                           Reduced SAC, we're estimating that it's about $125 in
                           reduced SAC on a blended basis. That comes in part
                           from reduced subsidies to the CE stores which are
                           really out of control at this point in our industry
                           and again the exclusive fee itself is a big number
                           there. But we also have great synergies in
                           standardized and the set top box, building a
                           standardized, very similar to cable with Doxus
                           modems, we can standardize that, we can take probably
                           $25 out of the set top boxes in terms of
                           standardizing those. So the customer doesn't have a
                           beta VHS problem, he's just got a standardized system
                           which would be MPEG2. while we both advertise to
                           today and when you combine the companies you probably
                           will spend more in advertising to compete against
                           cable than you otherwise would individually, you
                           clearly don't have to send the same message twice. So
                           you don't have to read one side of the USA Today with
                           one ad and the next page for a different ad saying
                           exactly the same thing, you can combine that into one
                           advertisement. So when you add it all up, about $125
                           in gross ads and SAC savings that impact in 2005, so
                           a little over a billion dollars annualized.

                           Reduced churn, I think this one's probably a little
                           bit conservative given the recent momentum in
                           increase churn in our industry. But when you combine
                           the companies together you get all the services such
                           as high definition, interactive, standardized set top
                           box, more local local, all those things are going to
                           drive down churn. People are going to be more
                           satisfied with your product. They're going to have
                           all the things that they want in the product, they're
                           not going to have to go out and churn on you, you're
                           obviously going to have more say so in terms of the
                           quality of customer you get. And then you add piracy
                           to that where it's very difficult to control piracy
                           in our industry today where you've got two competing
                           conditional accesses and two providers who have
                           different levels of support against piracy so clearly
                           we think we do a much better job of it in our
                           industry today. DirecTV has admitted to a $50 SAC per
                           customer just on the piracy front and the kind of
                           discipline that needs to take place is the kind of
                           thing I think we're pretty good at as a company. We
                           don't own the conditional access company so I think
                           we could make the objective hard calls, to go and get
                           piracy under control. So I think the 3/10ths
                           reduction is probably a bit understated than what it
                           would be. It will probably actually be a little bit
                           higher than that in terms of savings.
                           Reduced programming costs. We've assumed that we'd
                           get about a 5% cost reduction in programming. That
                           still doesn't bring us in the first year, it
                           certainly doesn't bring us to the same point as large
                           cable operators and then over the next four years
                           we'll get an additional 5%. Still, a little bit
                           higher cost than what the big cable operators pay but
                           it gets us more in line with where they are. Reduced
                           G&A, we're very confident in reduced G&A. This
                           essentially is taking DirecTV and Hughes G&A down to
                           the level that we've historically run at EchoStar so
                           we put them more in our more frugal environment as a
                           company. Our limo service will be yellow and has a
                           meter running kind of thing. So we're very confident
                           that we can reduce the overhead and G&A. Then, cap ex
                           we think is probably a little larger than this but
                           obviously as a company we won't have to build as many
                           satellite and we'll be able to share them.

                           Substantial synergies in cost savings. You guys run
                           your own numbers, some of you will come up a little
                           more, a little less I'm sure. But almost $3 billion
                           by 2005, annually.


                           Did I skip a slide? Let's see, maybe not.

                           In terms of revenue synergy ... Jason, I was going to
                           ask you is there a slide that's different than this
                           one on revenue synergy? This may not be 1/4

                           Let me just go and see if I skipped one. Can I go
                           backwards? Can I go backwards one more? Okay.

                           I don't usually rehearse but I actually did look at
                           the slides, there was another one in here, but I
                           think I can make this work. I'm used to on the cuff

                           In terms of revenue synergies, obviously the largest
                           one is the advertising interactive synergy. We've
                           estimated that incrementally we'll have $30 per
                           customer by 2005. Of course, cable is already at $40
                           per subscriber and again with the advent of PDR and
                           our ability with more bandwidth to do more
                           interactive national scope and advertising at that
                           time, closer to 30 million subs and 16 million
                           subscribers, some of the things that we think we can
                           do on local advertising through satellite, we think
                           that is certainly achievable.

                           Local service is a pretty easy one to understand,
                           it's a very proven model. We know that we can add
                           approximately 60 markets by combining the two
                           companies. That adds about 25 million homes to get
                           local to local service that aren't getting it today
                           where individually we would not be able to compete
                           effectively against cable. We estimate that we get
                           about 10% more customers in those local markets than
                           we otherwise would. So in those 25 million homes we
                           get about 2.5 million subscribers.

                           Next when I say we will attack the digital divide, we
                           know that by going and combining our companies that
                           we can provide broadband access and get to a standard
                           for broadband satellite as opposed to a beta VHS
                           which is the direction we're headed as an industry
                           today. We can get that cost down to consumers from
                           about $70 to $55 a month. We know we can get more
                           customers and we know we can get more revenue
                           ultimately by bringing the cost down into a
                           standardized system and a standardized satellite
                           platform. So, again that's another $278 million
                           EBITDA impact by 2005.

                           Video on demand, pay per view. We know that just
                           EchoStar, we don't do as good a job as Hughes does on
                           the pay per view side, we're about a half a buy a
                           month below them already so just by combining the
                           company and getting the additional bandwidth we know
                           we can bring that up. And again, we think with a true
                           video on demand model that we're going to get more
                           buys. There's a lot of early data from the cable guys
                           where they had video demand and they're getting more
                           buys. We think a half a buy a month is conservative,
                           about $100 million of EBITDA. HDTV we know will have
                           more content, we'll charge for it. For HDTV we know
                           customers who go out and buy $2,000 and $3,000 and
                           $4,000 HDTV sets are going to want to watch it and we
                           know that we're the proper delivery system for HDTV.
                           We're very excited about that. The EBITDA impact is
                           probably underestimated because we have some SAC that
                           takes that number down. Obviously we have a margin to
                           work with there but obviously HDTV will be a driver
                           for our industry.

                           Then the only negative is we've got to swap some
                           boxes when you put these companies together. That's
                           coming out of our revenue side, it could just as
                           easily come out of the cost side of the equation but
                           we took it out of the revenue side. We will be
                           swapping out boxes. This is incremental boxes that we
                           otherwise wouldn't swap out. Understand that we are
                           swapping out some boxes just as customers are willing
                           to upgrade from time to time, every four or five or
                           six years they're willing to upgrade. So we would do
                           some of that anyway but this is over and above that.
                           We take that out, a little over $2 billion of synergy
                           on the revenue


                           side. So net/net, that means by 2005 there are about
                           $5 billion of synergy by the time we fully integrate
                           the two companies and get it all on one platform.

                           In terms of the subscriber incremental growth, in
                           terms of synergy it's pretty easy to understand.
                           Local local is about $2.6 million. Again, that's
                           about 26 million homes that we would go to that we
                           otherwise wouldn't with local local. We already are
                           getting 10% more customers where we have local than
                           we otherwise wouldn't. We think that DirecTV has very
                           similar if not higher numbers than that so we're very
                           confident of that. Reduced churn, as I mentioned.
                           Very confident that just a 3/10ths of a percent lower
                           churn than otherwise would be and it generates 3.3
                           million more customers who didn't churn off of your
                           service and again I think that number is probably
                           underestimated given what's going on in the
                           marketplace today. High definition television,
                           specialty content and so forth will give us customers
                           we otherwise wouldn't have gotten.

                           Again, if we have 15 or 20 channels of high
                           definition television, it's unlikely that anybody who
                           buys a high definition television set will not buy a
                           satellite system. And again, if you take the Kagen
                           reports and the consumer electronics reports of how
                           many high definition television sets are going to be
                           sold between now and 2005, we cut that number by 75%
                           and then said, only half of those people are going to
                           be incremental customers to us. So we really
                           discounted some of those numbers and still came up
                           with a pretty large number there. Then again the
                           video on demand we think has some impact as well.
                           That's how we go get more subscribers in general.

                           What's the present value of those synergies? Here's
                           how we get to the $56 billion which I'm sure you'll
                           get a lot of questions about. We have a lower and
                           upper range, realize the $56 billion of synergy is
                           the upper range. But we take our synergies in 2005 of
                           $5 billion, we put a terminal multiple on that. On
                           the low range, it's 10 which is about where I think
                           DBS is valued today or actually we're not valued that
                           way today, then cable is about 14 so that's the
                           higher range. We certainly think that we'll be a very
                           applicable model to cable by 2005 based on this
                           combination. So that's somewhere between $50 and $70
                           billion, we take a discount rate of 10% which is what
                           is generally used for cable so we get a present value
                           of our terminal value of between $34 and $48 billion.
                           We have a present value of cashflows from 2002 to
                           2005, so the first four years, we'll actually get
                           savings of course along the way of $7.6 billion so
                           the present value is $42-$57 billion and if you look
                           at that on a proforma outstanding shares of the
                           combined company, that would give you a present value
                           of somewhere between $26 and $35 in synergy per Dish

                           So, I know I went through that pretty fast and we'll
                           come back to questions on that if you don't totally
                           understand that. I do it a little different way
                           because I'm from Tennessee and I didn't learn present
                           value when I was in school because it involved a
                           computer and I think a slide rule back then and I do
                           it on the back of the envelope and I do it a little
                           different way, just to test the math that my guys do
                           and here's how I do it: Forget all the EBITDA and
                           forget that all together. I'm pretty confident we're
                           going to get almost 9.5 million more subs than we
                           would have otherwise gotten and if you just put a
                           $3,000 value on those subscribers on the low range,
                           and if you look at cable today, they're talking about
                           a $4,500 value. It's somewhere between $28 and $42
                           billion. I believe we get an incremental value on
                           those subs because we're going to be better operators
                           and we're going to get the costs down, we're going to
                           get churn down lower than it otherwise would be.
                           We're going to get extra revenue out of those
                           subscribers so I think the subscribers are probably
                           going to be at least $500 to $1,000 more valuable. It
                           certainly is going to stay on the service a year or
                           two longer than you otherwise would so I get some
                           other value from that between $16 and $32 billion
                           total incremental value, discount rate of 10%, that
                           gives you a present value of between $30 and $50
                           billion on the back of the envelope.


                           That, of course, is a little bit lower than the
                           previous slide and the reason my back of the envelope
                           is a little bit lower is that I believe that you pass
                           some of these synergies on to the consumer in the
                           form of lower prices. That's what drives you, that's
                           what really drives you to those 9.4 million more
                           subscribers, is that you're charging a couple of
                           bucks less a month for your services than you
                           otherwise would have as an independent company. When
                           you pass those savings onto the consumer, we know
                           that 90% of the customers out there will look at
                           satellite for a buck or two less a month and now
                           we're able to do that. So you take a couple dollars
                           and you run that in your model and you suddenly
                           realize that of that synergy, $5 to $10 to $12
                           billion of synergy you're going to give back to
                           consumers. In my back of the envelope model, it's
                           really $19-$32 for Dish Network, it's a little bit
                           lower, on the low end than would be because you do
                           pass some of those savings on. I think that becomes a
                           self fulfilling prophecy to get to more subscribers
                           and if you don't do that then you may not get all
                           those 9 million subscribers.

                           Premium to GMH shareholders, again zoomer math. You
                           take the current stock prices, you take the present
                           value of the synergies per share, you take the
                           exchange ratio and the offers and make a long story
                           short. The fact of the matter is that you're really
                           more than doubling, even the low end, you're more
                           than doubling the value of a GMH share today. You're
                           more than doubling if you believe the low end of our
                           synergy. Obviously if you said we'll just take a 50%
                           haircut on the low end, then you would only be 60%
                           return to shareholders. And so forth and again, I
                           think they should go through the analysis of our
                           synergies, it's fundamentally sound, you'll think
                           it's relatively conservative. So again, tremendous
                           value to a GMH shareholder in this deal.

                           The value to a GM shareholder is a little bit more
                           difficult to understand because we can't do the
                           methodology exactly the same way. But because they
                           own .76 shares, their value before our offer was
                           about $15, or $15 of a General Motors share was
                           attributed to GMH. That would go, even in our low
                           range to $32. So you could assume that GM would go up
                           in price if they pick up another, whatever that is,
                           $18 of value in our low end. Of course it's $20
                           something in the high end so again, a good deal for
                           GM shareholders.

                           Of course the premium to Dish shareholders, while not
                           as impressive as it is to GMH shareholders because
                           we're paying a premium for their stock in the first
                           place so we're paying a premium on top of a premium
                           so to speak, still very impressive return for our
                           shareholders to get somewhere between $26 and $35
                           additional value. That's what makes this whole deal
                           so compelling. There's no other combination that can
                           really do that kind of valuation in terms of doing

                           If you look at our company itself and why should
                           EchoStar be the one to make this offer and put these
                           two companies together? We're already the fastest
                           growing multi-channel TV provider in the United
                           States. We've proven that we have a powerful business
                           model that's EBITDA positive now. In fact, last
                           quarter it was actually earnings positive.

                           I think we do have a very focused results driven
                           management team from top to bottom, that certainly
                           understands all aspects of the direct broadcast
                           business. From 21 years experience when we started
                           with big dishes to the fact that we've built and
                           launched satellites to the fact that we built our own
                           uplinks, call centers, service centers, customer
                           installation network and so I think we know how to
                           operate this business. Again, I think we have an
                           historical ability to create a shareholder value,
                           good times and bad times we've been able to do that.
                           If you look at our ability to execute, compound
                           annual growth rate of revenue of almost 100% since
                           1996. Subscribers almost 90% in terms of subscriber
                           growth since 1996 when we first started and our
                           incremental marketshare has grown to fully two-thirds
                           of all net new subscribers in the DBS business are
                           going to dish network. That's even with the
                           disadvantage of not being in a Blockbuster, Radio
                           Shack, a Circuit City, a Best Buy, a Wal-


                           Mart. Some of the biggest retailers in the country
                           don't even carry our product. When customers go in
                           there they don't even have a choice to look at our
                           product yet we're still able to get two-thirds of all
                           the net subscribers in the marketplace today. So we
                           have the ability to execute.

                           If you look at us versus DirecTV, I think you guys
                           know all this. I think that we typically outperform
                           on the key fundamentals across the board and I think
                           we can bring that management and that focus to a
                           company that has admitted they've lost their
                           direction a little bit, they've lost their formula a
                           little bit. And I think we can bring it back and
                           bring this industry back to where we all know it can
                           be. Again, our value creation speaks for itself but
                           nobody, whether it be cable industry or GM or GMH or
                           S&P or the cable index has come anywhere close to the
                           kind of returns that you guys have achieved on our
                           stock if you bought it in 1998.

                           Let's spend a minute on regulatory overview because
                           certainly that's something that is easy for the
                           skeptics to say well, you won't receive regulatory
                           approval. That's obviously what the people that want
                           to be skeptical and don't really understand all the
                           ins and outs of how this deal will be perceived. But
                           first of all, I'll start with the improved market

                           It's important to point out that this is a
                           combination of the third largest and seventh largest
                           video pay TV providers. It's the third and the
                           seventh and when you put them together we'll be about
                           the same size as AT&T's largest cable company and
                           smaller than AT&T likely combining with someone else.
                           So again, that is going to give us 18% of the pay TV
                           market. The cap, the cap by the SEC is 30% and that
                           was thrown out of court by a court of appeals judge
                           saying that was too arbitrary and that the cap should
                           be maybe as high as 60%. Maybe as high as 60%. So we
                           know that cap is going to be raised by the SEC, most
                           people estimate it'll be somewhere between 40% and
                           60%. We're only at 18% when we combine these

                           If you look, the cable industry still controls 77% of
                           the pay TV market. There's no question that it's
                           critical that when the regulators looks at this that
                           they consider us as part of the pay TV market, they
                           don't consider satellite companies as a separate
                           market. And if they do that obviously then there
                           would be problems but we don't think that that's
                           historically what they've looked at, we don't think
                           that's what they will look at, we think that they
                           will ultimately decide that a strong DBS industry is
                           more 1/4 one strong player in DBS to compete against
                           the cabling companies, is more competitive, better
                           for consumers, than two weaker ones. We've been
                           around for seven years as an industry and we have not
                           been able to stop the cable rate increases of two and
                           three times the rate of inflation each and every year
                           since 1990. Even though we've been around. The only
                           way we're going to stop that is to become a stronger
                           industry and realize that we have no programmer
                           affiliations, we have no objective but to get the
                           lowest programming cost in America. We don't own the
                           programming, we don't have cable affiliations, we
                           don't have 68 million customers that we have to do
                           favors for in the cable industry. It's a big
                           advantage that we have to go out and get the best
                           deals day in and day out for our customers and I
                           think regulators will understand that. I know they
                           understand that which is one of the reasons they
                           turned down a PrimeStar deal before where you had
                           News Corp and TCI, the cable industry going in. What
                           they didn't turn down were EchoStar bought the News
                           Corp assets. So I think that that's very important.

                           In terms of benefits to consumers, the regulators
                           will certainly look at this and say overall when you
                           look at this transaction are the consumers better off
                           with this deal than if this deal doesn't happen? I
                           think the answer's pretty clear that the consumers
                           will be better off. First and foremost we're going to
                           be able to go to more markets and compete against the
                           cable with local local. Now we're not the people that
                           passed must carry. The Congress of the


                           United States forced must carry on our industry, we
                           have to combine these to be able to comply officially
                           with that. There's no question that it doesn't make
                           sense to use bandwidth while people are screaming for
                           bandwidth, they want the defense department to give
                           up bandwidth, they've auctioned it off for billions
                           of dollars for cellular phones, tens of billions of
                           dollars. And here we have a chance to more
                           efficiently use bandwidth so that both of us don't
                           broadcast HBO. Both of us don't broadcast local
                           Boston channels on different frequencies using
                           different satellites and different bandwidth. My
                           analogy is a little bit like flying two planes or two
                           airlines and the government mandates that you can
                           only fly them half full. Well, obviously you can't
                           make much money if you're flying airplanes half full
                           compared to what you could if you were flying the
                           airplane full. But we have to use half the capacity
                           and they duplicate the other half of the capacity,
                           and when we combine them we can obviously duplicate
                           what we offer.

                           And additionally when we get lower programming costs,
                           we can pass it on to the consumer to give customers
                           lower prices. We can give things like HDTV,
                           Interactive Service and broadband service,
                           particularly to rural America. It's always been one
                           of my dreams that every American could get broadband
                           access or HDTV, we can do this with this combination.
                           I will say that the only aspect that we've looked at
                           where we think people do have a legitimate point is
                           that in certain cases in rural America where there's
                           not a cable operator and where Pegasus is not
                           involved, so it's very few homes, that those homes
                           could be disenfranchised if we're not careful and I
                           think it's an easy answer, which is we have
                           nationwide pricing so that the most rural customer
                           who has the least competition as a result of this
                           merger will always get the best price. It's an easy
                           thing to put in place and it's an easy thing to work
                           with regulators on to make sure that nobody's
                           disenfranchised because of this merger. That same
                           rural customer is now going to get high definition
                           television, is going to get broadband access, he's
                           going to get interactive services and things he
                           otherwise wouldn't have gotten without this merger.

                           We mentioned that third party support. Even GM and
                           GMH management certainly have mentioned to some of
                           you and certainly have mentioned to us that they
                           believe that regulatory approval is likely. And
                           obviously Don Russell actually, it was commissioned
                           by one of the analysts to do a study and of course it
                           comes from, is a former chief with the Department of
                           Justice Task Force and his conclusion in general,
                           General was that this deal would pass regulatory
                           approval. So again, it's easy for anybody to go and
                           say this thing will have regulatory problems, it's
                           easy for people to be skeptical about it because the
                           Justice Department doesn't comment on it until you
                           actually file your Hart Scott Rodino and get all the
                           facts in front of them and they get to go gather
                           evidence. But I'm convinced that when they gather
                           their evidence the consumers will be better off as a
                           result of this deal. Prices will be lower and we'll
                           be a more effective competitor as an industry to
                           cable where we just haven't been able to do that over
                           the last seven years. They still have 77% of the
                           business and even the combined entity is only 18%.

                           Our road map to completion, obviously this is such a
                           simple deal on the surface that an execution
                           agreement could be relatively immediate. Now, that's
                           not to say that General Motors would come back to us
                           and say gee, we like the deal but we want different
                           aspects of this. Or, we want some cash. That might
                           take a little longer obviously because we're
                           certainly willing to listen to any ideas they might
                           have. Probably the shareholder vote will take about
                           four months and we think regulatory clearance takes
                           about nine months in this deal. Obviously it's
                           possible that regulatory could take as much as a
                           year. We're certainly not as complicated as AOL/Time
                           Warner. That one I think was a year to the day but
                           we're not as complicated as that so we don't think
                           we'll take quite that long. But make no mistake about
                           it, any transaction with GMH, regardless of who might
                           be involved in it, is going to have a lot of
                           regulatory scrutiny. It's going to take some time to
                           get it done. But in the meantime, at least we can put
                           a roadmap together to solve some of our industry's


                           and become a more formidable competitor to cable.

                           In summary, it's a powerful combination with
                           undeniable DBS economics that for the first time get
                           focused in the same direction. I think the people
                           that would be most upset about this deal will be the
                           cable industry and they'll scream the loudest. Great
                           value creation for all shareholders and we bring
                           along with that the EchoStar management team,
                           financial strength and flexibility of the combined
                           companies and a track record of performance. So with
                           that I think we will take questions unless 1/4 right

Participant                Charlie [inaudible]. What's different with this deal
                           instead of previous deals you bought to DirecTV?

Operator                   Ladies and gentlemen, if you have a question you will
                           need to press the one on your touchtone phone. You
                           will hear a tone acknowledging your request and we
                           will take your questions in the order that they are
                           received. Once again, if you have a question you'll
                           need to press the one on your touchtone phone. If
                           you're on a headset please pick up the handset before
                           pressing the buttons. One moment, please.

C. Ergen                   ... with or without regulatory approval for I think
                           $5.5 billion of cash and the assumption of debts was
                           about $7.5 billion deal. We looked at launching
                           another satellite that we could jointly operate to
                           get some of the economies of scale that we talked
                           about, a fraction of them. Certainly not all of them
                           but certainly if there wasn't regulatory approval at
                           least they would be benefit to both sets of
                           shareholders regardless. Again, DirecTV did not show
                           any enthusiasm for that and ultimately decided a
                           couple of weeks ago they didn't want to pursue that
                           any further. News Corp had exactly the same problem
                           back in February as you might recall where DirecTV or
                           Hughes didn't think their offer was good enough or
                           whatever it was.

                           Ultimately they appealed to General Motors themselves
                           directly. We understand from press reports that
                           they've obviously been in discussions for a long
                           time. Obviously we're doing the same thing here.
                           We're saying, look, we don't want our analysis to be
                           filtered at the DirecTV level, we want our analysis
                           to be filtered by you the Board of General Motors and
                           by you the analysts out here. You can look at the ...
                           people will say, those synergies just aren't there.
                           we don't think those are real. Well, the fact of the
                           matter is one of the first calls I got was from
                           analysts who said, we think you've underestimated
                           those synergies. We think they're quite a bit higher
                           than that. So I think you guys get to go to your own
                           analysis, you put your own numbers in there and
                           figure it out. But without question the synergies in
                           this deal, I don't know of any deal that has any
                           synergies with DirecTV unless you're already in the
                           business in the United States. Any synergy that the
                           market gives us credit for is going to be reflected
                           in this deal beyond the 18% premium we already
                           offered. So the deal's quite a bit different. That's
                           not to say that if General Motors came back and said
                           we didn't understand some of these things, we're
                           willing to talk more seriously about it, but by the
                           way, we just have to have some cash. We'd certainly
                           take a look at that and certainly the combined entity
                           has plenty of room to support the cash. But they can
                           take our stock as well. And they can sell the stock,
                           if the stock went up by the tax payment they would be
                           better off taking stock and having a liquid
                           investment, selling it when they feel inclined to
                           sell as clearly tax rated GMH shareholders.

Speaker                    I heard you say on CNBC that you maybe want to buy
                           PanAmSat either way. Is that true?

C. Ergen                   In our original offer to them we would have bought
                           PanAmSat. They could have asked us about PanAmSat if
                           we didn't get regulatory approval and we would have
                           done that. That gave them certainty. They asked for
                           certainty, we gave them certainty. I think we were
                           very creative about how we approached trying to meet
                           the objectives of General Motors as we


                           understood them from DirecTV. But I think at the end
                           of the day DirecTV just didn't share our enthusiasm.
                           They didn't believe there were synergies there. It
                           was hard for me to believe they didn't believe there
                           were synergies there because they weren't using the
                           same slide rule I was using, I guess.

                           And we thought that it was better to get this out in
                           the open. I guess to say it another way for those of
                           you who play poker, if the decks are a bit stacked
                           against you, spread the deck on the table and let
                           everybody look at the cards and then they can see if
                           it's stacked or not. If it's going to hide it back
                           here then we really didn't get an objective look at
                           it in our opinion. So we're hopeful that once you
                           guys get a chance to look at it, the shareholders get
                           a chance to look at it, people evaluate it. They can
                           say is this is serious, is this credible, are these
                           synergies real, is this offer real? We're serious
                           about it. I don't come out and spend time in New York
                           and I don't put a suit on unless I'm serious.

                           Back here?

Speaker                    [inaudible] as you looked at the transaction how much
                           money do you think your company needs to raise
                           [inaudible] operations?

C. Ergen                   The combined company has $3 billion in cash, that
                           probably actually is enough to fund the operations as
                           I understand them. And I think the question would be,
                           does General Motors want cash? And if so you're
                           probably raising that amount of cash. We're moving
                           very quickly to a cashflow kind of model at EchoStar.
                           I think with proper discipline within the DirecTV
                           camp, I think you'd get there pretty quick. Just
                           eliminating exclusive payments and putting a real
                           focus on piracy probably reduces your SAC by between
                           $100 and $200 almost overnight. So I think there's a
                           lot of things you can do relatively rapidly but the
                           combined entity has plenty of room to raise capital.
                           No question about it.

Participant                [inaudible] or would you not continue to fund that?
E. Ergen                   Again, we haven't been allowed to do all the due
                           diligence, obviously that maybe you've done. But
                           Spaceway is certainly something you have to look at
                           as how you would combine that for broadband and
                           again, we would take a look at it and say what's the
                           best economic use of capital and is Spaceway the
                           right way to do it or should it be changed a little
                           bit, should it be sold, should it be downsized some,
                           or does the business plan make sense. I think they've
                           already spent $700 or $800 million on that. I think
                           it's about a $3 billion project over time, so at
                           least in the United States, so we have to take a look
                           at that. And PanAmSat obviously has deteriorated
                           margins and there's some things I think you can do in
                           terms of value add with PanAmSat, certainly the Net
                           36 hasn't worked out so well. Certainly Latin
                           America's not going well, certainly some things you
                           could do there but it's an asset of great potential
                           value but like any asset it has to be managed. You
                           can have a great racehorse out there but if you don't
                           have a jockey on it, it's not going to win any races
                           and we have to go out there and look at this company
                           and say we think we can do a better job. If we didn't
                           think we could do a better job, we wouldn't be
                           offering the premium that we are.

                           Yeah, Tye. Can you, by the way, state your name or
                           identify yourself and the firm.

T. Corr                    Tye Corr [sp] Credit Suisse First Boston. Can you
                           just elaborate a little bit on the logistical
                           challenges of establishing a standard platform in
                           terms of would you switch out the DirecTV boxes or
                           would it be the Dish network boxes that would be
                           switched out? And which orbital flat would serve as
                           the common platform? And then on the cost side, what
                           is your estimate on the cost per subscriber to
                           establish that standard platform?

E. Ergen                   It's a good question. Again, that's something we
                           would do in conjunction with DirecTV but there would
                           be very much a logistical issue in terms of how you
                           would combine the


                           platforms. You have a lot of different options about
                           which orbital slot would be your main orbital slot,
                           whether it be the 110 location or the 101 or 119
                           location. And you have a lot of logistical issues as
                           to what would be your standard. Given the piracy
                           issue that we see today, I think the decision has
                           become easier perhaps and given the fact that the
                           DirecTV system is not MPEG2, the world standard, I
                           think you probably would go to an MPEG2 system which
                           certainly at a bare minimum two sets of conditional
                           access systems so if you get pirated, you have the
                           ability to change that on the fly.

                           That could mean that you're switching out as many as
                           10 or 15 million set top boxes over a period of three
                           or four years. Having said that, you're going to be
                           switching those out to the personal video recording
                           devices, interactive boxes and so forth, so it's not
                           as bad as it sounds from an incremental basis. But
                           clearly it'd be a very similar issue to cable going
                           from analog to digital. We are going to have some
                           upgrade cost in that. We believe that's about $2.5
                           billion incremental for the set top boxes over what
                           we would otherwise spend separately. I know many of
                           you know that DirecTV already has a plan to go out
                           and upgrade their boxes called Vegas that they've
                           talked to the Street about, apparently. And again,
                           they already plan to do some of that at great
                           expense. We think that expense can be greatly reduced
                           and get to an industry standard that'll be better for

                           So that's a detail that we've thought a lot about. We
                           think there's a lot of options to that. We're
                           comfortable with what the downside, biggest possible
                           number there is and we know we can make it a better
                           system as a result of that, and we certainly know we
                           can rein in piracy.

R. Kamowitz                Robb Kamowitz with SG Cowen. Can you describe the
                           type of synergies that you would or the difference in
                           synergies that you would get in terms of an outright
                           merger versus just a specialty sharing arrangement
                           that you might be able to do with potential new
                           owners of DirecTV if it's not you?

E. Ergen                   One of the reasons, Robb, for the timing today is
                           we're getting ready to launch our, and they are going
                           to be launching their local, local spot beam
                           satellites. And as we position those in outer space,
                           you kind of get to a point of no return where you
                           can't ... where if you don't have an agreement, you
                           can't get ... you get to some synergies in the
                           future, but it costs you so much to get there in
                           terms of switching people around. So the time is now
                           to do that.

                           And unfortunately we have never been able to get ...
                           I've tried for five and half years to have talks with
                           DirecTV to share something simple like backhaul on
                           fiber which saves them $20 million a year and us
                           probably almost as much and we can't even do that. We
                           just haven't been able to get to where we could share
                           anything and regulatory approval, no matter what
                           happens with their company, is probably going to be
                           nine months minimum for anybody. We're probably
                           pretty set in our ways. Nine months from now once our
                           satellites are up and their satellites are up in
                           terms of local local. So the time to do it is now. We
                           think the best way to do that and the reason we're
                           making this offer today ... we've done all the
                           things. We've been talking to DirecTV for two years
                           to put the systems together. We've had a lot of
                           support from previous management. That management's
                           not there any more. We thought we had things going on
                           that were positive there. We've come back, now we're
                           going to put the cards on the table so that everybody
                           can see them.

                           Back there.

Participant                [inaudible] would you be looking to sell PanAmSat if
                           you did acquire Hughes?

E. Ergen                   I can't quite ... what assets did we look at?


Participant                What assets would you be looking to rationalize if
                           you did acquire Hughes and specifically what's your
                           view on holding PanAmSat?

E. Ergen                   I think the core asset is DirecTV. That's where the
                           synergies are in this business deal. That's a core
                           asset. That would be off the table. I think that you
                           might ... certainly PanAmSat's a very valuable asset
                           if properly managed but it's certainly not critical
                           to the business. Spaceway. Big question market I
                           think in everybody's mind is how valuable it is.
                           Latin America. We're not a company that's looking for
                           global dominance as a company. Latin America I think
                           would not be critical to the synergy in this
                           business. H&S is very similar to our ETC side of our
                           business which is the engineering side of our
                           business. I think it's not critical by any means but
                           certainly a combination of ETC and H&S, they both
                           have valuable assets that help drive your DBS
                           business. But I think the cable competition is so
                           formidable out there that you have to be real careful
                           about trying to be everything to everybody and I
                           think you have to really focus as a management team
                           on what it is you want to be. And we know what we
                           want to be. We're not a programmer. We're are just
                           ... we're distributors of zeros and ones in the
                           United States to consumers, every square inch, all 50
                           states. That's what we are as a company and we like
                           to have a relationship with those consumers where
                           they trust us and think they're getting a fair value
                           and in doing that we wouldn't necessarily have to
                           have some of those assets. Be nice to have and if you
                           can afford all of it and manage all of it, you'd take
                           a look at that but if you needed capital or you
                           didn't think you could manage those assets or
                           somebody offered you a price that was compelling,
                           take a look at it.

                           Right here in the middle. I apologize, I can't see
                           because of the lights, so I don't even know who I'm

M. Nabi                    Hi, Charlie, it's Mark Nabi with Merrill Lynch.

E. Ergen                   Had I known it was you, Mark, I wouldn't have called
                           on you.

M. Nabi                    Oh thanks. Just a question regarding I guess the NRCT
                           and talking about the softening out of the DirecTV
                           boxes and then you talk about the regulatory
                           requirements needed. So how would that work in your
                           mind? I mean how would a Pegasus or the NRTC compete
                           if you're going to swap out those potential
                           subscribers to the EchoStar platform at 119? I'm just
                           trying to get a better understanding, particularly
                           when you have to talk about competition in areas
                           where there's no cable.

E. Ergen                   Mark, it's a good question. I think all the pundits
                           who said this'll not have regulatory approval haven't
                           figured out that their marketplace today in rural
                           America even with this deal there'd still be two
                           choices, one would be the NRTC/Pegasus, one would be
                           Dish Network probably. So that wouldn't change and I
                           think that we would look to work with NRTC and
                           Pegasus to make sure they're not disenfranchised in
                           any way and make sure that their customers are taken
                           care of, even if it's at our expense in the sense
                           that we're changing out the system unbeknownst to
                           them, I mean without their direct involvement in it.

                           So those are I think the things you have to look at
                           but clearly those are companies that do well in rural
                           America today and we don't see that changing.

                           Back here in the corner.

A. McLener                 Hi, Alex McLener from Redman Capital. To go back to
                           the poker game or the racehorse analogy.

E. Ergen                   An analogy is the lowest form of anything. I


A. McLener                 I understand, but to go back to the deal itself
                           rather than the potential synergies, if GM's Board
                           says EchoStar we've heard this all before and we're
                           just not going to go with it for regulatory reasons
                           or whatever which you don't agree with and they go
                           forward with the News Corp deal, would you be willing
                           to have a ... and they'd have to have a shareholders
                           vote, would you be willing in that instance to
                           actually go directly to the shareholders to basically
                           file some sort of proxy statements to preclude News
                           Corp from getting the shareholders votes? In other
                           words, go directly to the GMH shareholders and away
                           even if GM did not approve your transaction?

E. Ergen                   I don't want to go there with that question. I think
                           at this point we think we want to hear what GM has to
                           say or answer any questions that they may have
                           privately before they make an answer so that ...
                           Because I think when you look at the economics of
                           this they're so compelling that you've really got to
                           take a look at is and say maybe this is the right
                           thing for our shareholders. And again, I think to
                           some degree shareholders will have input in that. I
                           think at the end of the day you've got to run a
                           company for the benefit of the shareholders. As hard
                           as that is for me to give up super voting shares to
                           make this transaction work, that is not something I
                           personally want to do. I've worked my whole life to
                           be able to be in control of destiny but this deal is
                           so compelling that this is probably the only deal in
                           my lifetime that I would ever do that for and I think
                           that they have to have the same attitude that they're
                           going to go out and do the best thing for their
                           shareholders and I think when you do that, this deal
                           comes together.

M. Nabi                    Just as a follow up have the synergies and benefits
                           changed in the last year in any way the economics in
                           your mind?

C. Ergen                   The economics were better last year. We would have
                           been closer to ... we would have less boxes to switch
                           out or less things to do. Having said that, the
                           piracy issue has become more known about and I think
                           we understand a bit more what we'd have to do about
                           that. In that sense I guess we'd have a little bit
                           better business plan to go after that than we might
                           have last year at this time. But no, I think the
                           sooner we ... I would have liked to have gotten a
                           deal done two years ago, five years ago, a month ago.
                           They've obviously been looking at deals for over a
                           year now publicly and let's take a week and let them
                           look at this and go to them and push the numbers at
                           the GM level and see if they see the same things that
                           we see. I mean I can't believe you can't look at this
                           and not see what we see.

                           I'm going to take some questions from the phone, if I
                           can. Maybe I can hear them down here. Can we do that?

Operator                   Our first question is from Jeff Woldarczak, CIBC
                           World Markets. Please go ahead with your question,

J. Woldarczak              Thanks, Charlie. Have you had discussions with news
                           regarding receiving concessions to walk away from a
                           potential bid?

C. Ergen                   I can't comment on that.

J. Woldarczak              Okay, what was your sort of long term implied U.S. TV
                           household satellite penetration rate before this bid
                           and where do you think you can get to?

C. Ergen                   I think we used industry, we tried to use industry
                           analysts' numbers so we didn't confuse everybody with
                           some of our own stuff. I believe that in 2005 that
                           was $21 or $22 million and we think it goes by about
                           $9 million higher than that. I think we took an
                           industry consensus. We use an industry consensus from
                           analysts, is that correct. Okay, $22 million to $9
                           million north of that, $31 million.


J. Woldarczak              Okay and then just what's your implied operating cash
                           few margin in 2005?

C. Ergen                   Operating cash margin?

J. Woldarczak              Yeah, combined.

C. Ergen                   I was going to say 40% but Jason's over here, we're
                           working the models, so it's closer to 45%. I kind of
                           run everything on the back of the envelope for me and
                           that 40%'s a working number. If I start getting
                           higher now I want to pass on savings to customers, if
                           I get lower than that I know I'm running an efficient
                           operation, I know I need work to do.

J. Woldarczak              Fair enough. Thanks.

Operator                   Our next question comes from is from Waldo Best of
                           Morgan Stanley. Please go ahead with your question.

W. Best                    Thank you. Just a follow up question on the super
                           voting control issue. As the transaction stands right
                           now as proposed, what would your voting position be,
                           control position would be of the company?

C. Ergen                   Again, all these details are not in the letter.
                           Obviously you can't put all the details on our offer
                           to GM but what we have offered GM in the past and are
                           willing to do is that EchoStar shareholders would
                           have 34% of the votes post-deal and I would have the
                           majority of that 34%. I imagine it would be around
                           30%. I have about 90% of that 34%, so I have about
                           30%. So that would make it tax free and obviously be
                           a company that would be run by a Board of Directors
                           without ... the way we run EchoStar today. Many
                           people think I get to make decisions today. My Board
                           of Directors talks me out of stuff all the time. They
                           didn't talk me out of this one because they supported

W. Best                    What would your effective voting position be?

C. Ergen                   In that particular scenario, I would have about 30%
                           votes of the total company. EchoStar shareholders, of
                           which I would be the largest, would have 34% and the
                           GM and GMA shareholders would have 64% of the votes.
                           That's making it tax free. That's the general simple
                           ... we try to make this transaction simple. We don't
                           need to go another year with the transaction that's
                           complicated if we can help it.

W. Best                    Okay when you look at the two outstanding convertible
                           issues that you have, have you studied whether or not
                           change of control puts will be triggered under the
                           transaction as proposed?

C. Ergen                   We've looked at the provisions in general, both on
                           our debt and converts, and again, you'd have to see
                           ... we don't have enough detail of how the
                           transaction would ultimately be contemplated as to
                           how that change of control provision may or may not
                           apply. Having said that, we don't think ... we think
                           obviously the economics of this are compelling and we
                           that that obviously our bondholders will support a
                           deal like this under any circumstances.

W. Best                    Thank you.

C. Ergen                   Let's take one more question if we've got it.

Operator                   Our next phone question comes from Gary Lapidis of
                           Goldman Sachs. Please go ahead, sir.


G. Lapidis                 Good morning. A couple questions. First would be you
                           mentioned that you get the feeling that maybe GM has
                           not been ... doesn't have as intimate a knowledge of
                           what you're proposing as maybe you'd like them to and
                           that maybe DirecTV didn't believe in the synergies,
                           maybe since a lot of the synergies are their jobs. Do
                           you think that really this is an issue, that GM
                           doesn't understand what you're offering and that once
                           they see it maybe they'll be a lot more receptive to

C. Ergen                   I can't speak to DirecTV's motivations and in
                           fairness, we had a representative from GM in some of
                           these meetings. We did have a representative, but we
                           didn't have Board members for GM, we didn't have an
                           executive officer of GM. And again, I just use logic.
                           The economics of this deal are so compelling, they
                           cannot be matched anywhere else, we don't believe. We
                           don't believe any other offer can come to GMA
                           shareholders that will offer this kind of value that
                           it's hard to believe that if they truly understood it
                           that we wouldn't have significant dialogue at the GM

                           Now you may get through that dialogue and ultimately
                           decide one party or the other that the deal doesn't
                           make sense. We just never got that opportunity to do
                           it and you guys know the business better than anybody
                           and I don't have to convince you of the economics of
                           this. There'll be skeptics other places, but I don't
                           think they're going to be in this room in terms of
                           the economics of the deal.

G. Lapidis                 Okay, just on a related question. Since so much of
                           the upside is the synergy, how much of that synergy
                           might you be willing to pay GM in the form of cash,
                           if at all?

C. Ergen                   Well, we offered ... I believe we offered, as I
                           mentioned before, $5.5 billion in cash, so again ...
                           I don't know what you do in life when you offer ...
                           somebody tells you they want $5 billion of cash and
                           you offer them $5.5 billion of cash and they say
                           they're really not enthusiastic about that. So I
                           tried something different which is how about stock
                           and if you wanted to convert it to cash, you have the
                           ability to do that or you can give it to your GM
                           shareholders if you do want cash. I mean we're happy
                           to talk about that.

                           The only thing I can tell you that we were told that
                           they wanted something at least $5 billion of cash.
                           And we believe we accommodated that in an early
                           offer. So we're certainly willing to revisit that if
                           that's something that is critical to make this deal
                           done. This deal makes sense, it's great for everybody
                           and we're going to try our best to get it done.

G. Lapidis                 And would you be willing to price that cash with some
                           of the synergies in it, in other words that for the
                           total consideration on the cash piece they're
                           actually getting some of the synergy upside?

C. Ergen                   I wouldn't want to speculate on that. If they really
                           believe there are synergies there, they ought to hold
                           on to the stock would be my initial reaction, but I
                           don't know how you do deals where you say you can
                           sell your stock, but oh, by way, I still get the
                           synergies if there's any there. I mean unfortunately
                           usually when I do a deal, I have to make a decision
                           and I don't necessarily get ... if I don't take the
                           downside risk, I usually don't get the upside. It
                           would seem to be that would be disenfranchising the
                           GM shareholders because that's come out of somebody's
                           ... the EchoStar shareholders.

                           I would say this, based on your example, I'm not sure
                           that that would be fair. Having said that, if
                           somebody can show me a way that's fair to EchoStar
                           shareholders and GMA shareholders where GM retains
                           the upside after they've sold the company, if
                           somebody can show me that, and people would vote for
                           that, I think we'd consider that.

G. Lapidis                 Well that seems like a fair answer. Thank you.


C. Ergen                   Let's take from the audience here, I think in the
                           middle here. Two more questions? Okay.

C. Davis                   This is Clark Davis, Ridgecrest Partners. If the
                           logic and the economics of the deal are so compelling
                           for the combined company and you think over the next
                           week that even though GM side and Jesus had a year to
                           look at the economics and realize that there is huge
                           synergy, do you think you can convince them of that?
                           Then it seems like the catch is the deal can't go
                           through Justice and FTC. So as shareholders of Hughes
                           and Dish, how do you get comfortable with that side
                           of the equation?

C. Ergen                   Well I don't think anybody in any ... this
                           transaction is so big, not matter what they do, that
                           nobody would stand on the podium and convince anybody
                           that it's going to go through regulatory approval
                           just like an [inaudible]. AT&T and Comcast can ...
                           that one supposedly has no problem, right, but if you
                           can combine the number one and number four companies
                           and you can't combine the number three and number
                           seven companies, then something's wrong here. I can't
                           convince ... I'm not going to be able to put an
                           ironclad guarantee out there, but I can tell you that
                           I believe, based on our regulatory counsel, based on
                           talking with former people in the government, former
                           people from Justice, and knowing what I know from
                           Capitol Hill, the FCC and Justice and the FTC, I
                           believe ... I have a lot to lose personally. I
                           wouldn't make this bet unless I felt the likely
                           outcome was that we would pass regulatory approval.
                           I'm not saying that you wouldn't have some serious
                           discussions with regulators about how you protect the

                           But I think you're going to find consumer groups are
                           on the side of this deal, particularly maybe versus
                           some of the alternatives. I don't think all the
                           information is out there. I don't think people have
                           realized that Pegasus and NRTC are still in rural
                           America after this deal is done. They haven't
                           realized that we are willing to go to a nationwide
                           pricing scheme where the people in rural America can
                           get the benefit of the robust competition in the
                           cities. I think when you look at those things ...
                           people don't realize the efficiencies that are
                           garnered from putting spectrum together which becomes
                           a very ... which is a very, very valuable resource

                           So when you put all these things together, I think
                           the conclusion you get to is that on an overall basis
                           this is also a compelling deal for consumers and
                           those people who might need protection can be
                           protected in the deal.

                           So nobody can give you an ironclad guarantee, nobody
                           can guarantee you when you buy a stock it's going to
                           go up and you take those risks every day as
                           investors. But at least you know you have what I
                           think is a very likely likelihood that you have
                           compelling value coming and that's the risk that
                           we're willing to take or recommend to our
                           shareholders as EchoStar management.

                           Last question right here.

K. Zia                     Charlie, Karim Zia, Deutsche Bank Alex Brown. One of
                           the synergies you didn't mention which seems to be
                           one of the things driving cable consolidation is the
                           strategic value of scale in terms of leveraging your
                           distribution into developing content or developing
                           strategic partnerships with others. Can you just talk
                           about how you look at that and how much that factors
                           in your decision and then for you or David, can you
                           just talk about the antitrust filing you have against
                           DirecTV - what the status of that is and what your
                           response would be to GM's insistence that that be
                           taken off the table?

C. Ergen                   On the first question, we indirectly talk about scale
                           in this in the sense that we're talking about that we
                           do get interactive. The best place you see is the
                           interactive advertising scale


                           because you just don't get to those kind of numbers
                           without the scale. There's a lot of things we don't
                           talk ... we didn't put everything and the kitchen
                           sink in here, we were just trying to give you the
                           highlights. There's a lot of stuff that isn't in
                           here. Look at professional sports. Today, DirecTV
                           pays for our customers even though they can't watch
                           it to keep us out exclusives. Obviously if our
                           consumer base could watch it, they would actually
                           sell sports at a profit, not a loss. That would be
                           synergy to this deal that we don't have in here. So
                           there's a lot of synergy on scale that we just didn't
                           put in here but we did put the interactive
                           advertising piece of it which is the largest piece of
                           the scale. We don't have a business plan to go out
                           and become our own programmer. We really want to be
                           Switzerland, which is we are the best distribution
                           network of zeros and ones to every square inch of the
                           United States, whether it be your home, your school,
                           your library. We don't know programming. Let other
                           people go, and we're going to go get the best prices
                           for you because we have some scale to go negotiate
                           that on your behalf and we're going to get the best
                           price we possibly can, but we don't have ... we're
                           probably not going to buy sports teams and studios
                           and develop our own content, at least from a video
                           perspective, it's possible educational content, our
                           data content that may come on, may make some sense to

                           That's the gist of that. David, did you want to
                           address the legal issue?

D. Moskowitz               Sure, the second half of Karim's question was the
                           status of the litigation that we have filed against
                           DirecTV in Denver, the antitrust action. That's been
                           stayed by agreement of the parties through mid-August
                           at which time there'll be another discussion with the
                           judge and we'll see how that goes. Obviously we're
                           hopeful that the GM board will consider this offer
                           favorably and there'll be a further extension and
                           that that litigation could ultimately be resolved
                           through a transaction that makes sense for both
                           companies, their shareholders and consumers. And
                           that's where we hope this will go. Obviously if it
                           doesn't ultimately go that way, we'd have to pursue
                           the litigation. We've said that we believe there's a
                           submarket in rural America. Charlie's addressed the
                           ways in which we can cover that submarket so
                           consumers aren't disenfranchised even in rural
                           America but certainly we think some of the practices
                           of DirecTV in the past are wrongful and we continue
                           to take that view, though we'd much rather resolve
                           this through a merger of the companies.

C. Ergen                   And I might add, deposition in that case would
                           support our regulatory approval, that that's their
                           position and obviously that we are the number three
                           and number seven markets, so they support our theory
                           at this point. So with that, I think ... are we off
                           somewhere else or are we going to be around here for
                           questions just for a minute?

                           Okay so Jason and Michael McDonald, our CFO, and
                           Jason Kaiser are here, so they'll walk you through. I
                           know that model was pretty quick, they'll walk you
                           through some of that. I know you'll have questions
                           about it.

                           Thank you very much for coming.

Operator                   Ladies and gentlemen, that does conclude our
                           conference for today. Thank you for participating,
                           you may all disconnect.

The following is a transcript of the press conference held by EchoStar on August
6, 2001.

Operator                   Good morning, ladies and gentlemen, and welcome to
                           the EchoStar Press conference call. At this time all
                           participants are in a listen-only mode. Later we will
                           conduct a question and answer session and
                           instructions will follow at that time. If anyone
                           should require assistance during this call, please
                           press the star followed by the zero on your touchtone

                           Subject to future developments, EchoStar may file
                           with the Securities and Exchange


                           commission a registration statement at a date or
                           dates subsequent hereto to register the EchoStar
                           shares to be issued in the proposed transaction.
                           Investors and securities holders are urged to read
                           the registration statement and any other relevant
                           documents filed with the SEC, as well as any
                           amendments or supplements to those documents, because
                           they will contain important information. Investors
                           and security holders may obtain a free copy of the
                           registration statement and any other relevant
                           documents at the SEC's internet website at
                  The registration and any other relevant
                           documents may also be obtained free of charge from
                           EchoStar by directing such request to: EchoStar
                           Communications Corporation, 5701 South Santa Fe
                           Drive, Littleton, Colorado 80120, Attention: Investor

                           And as a reminder, ladies and gentlemen, this
                           conference is being recorded.

                           I would now like to introduce your host for today's
                           conference, Mr. Charlie Ergen, Chairman and Chief
                           Executive Officer. Please go ahead, sir.

C. Ergen                   Thank you, operator. Good afternoon. Thanks for
                           joining on short notice and we'd like to discuss our
                           proposed combination with Hughes for you. Hopefully
                           you've seen the press release, you've listened to the
                           investor meeting so I'll make just a few comments and
                           then take your questions. But in short we believe the
                           combination of EchoStar and Hughes will bring
                           tremendous benefits to both GM and GMH shareholders
                           as well as EchoStar shareholders. And we think it's
                           also a great deal for consumers because of the
                           increased competition of cable we can offer.

                           Shareholders will benefit because of the mass of
                           synergies, our ability to compete more effectively
                           and I think in part because of EchoStar's management
                           team proven track record and able to manage this
                           business. GMH shareholders will receive an immediate
                           premium of 18% based on last Friday's closing and
                           then with synergies that could be an additional
                           $20-$26 a share, so more than double the value of
                           their shares. Obviously our shareholders will benefit
                           from the synergies as well. At the end of this
                           transaction EchoStar shareholders would own 34% of
                           the shares and GM shareholders would own 66% so
                           obviously they're getting almost two-thirds of the
                           synergy as well.

                           I think a lot of questions we've had about regulatory
                           approvals, I think there has been a lot of
                           speculation about regulatory, a lot of it misinformed
                           speculation. But we think that this combination will
                           receive regulatory approval in large part because it
                           will be good for consumers. We'll be able to access
                           more cities. We'll be able to go to double or triple
                           the number of cities that we do as an industry today,
                           to go out and broadcast to local channels and local
                           markets. We know as an industry we have to do that to
                           have effective competition to a cable operator in a
                           particular market. The cable operator in those
                           markets continues to, even after seven years in this
                           business as an industry, cable rates are going up two
                           or three times the rate of inflation. The only way
                           that's going to stop is to have a strong satellite
                           provider to compete with those folks. This is a
                           transaction that only puts together the third and
                           seventh largest pay TV providers. Even combined we're
                           only 18% of the market. You look at an AT&T or a Time
                           Warner, or worst yet an AT&T combined with Time
                           Warner or ComCast and we still would be a pretty
                           small fish in a big cable pond after this

                           We don't own programming as a company so we have one
                           sole goal in mind which is to get those programming
                           costs down. We have no cable relationships. We can
                           compete day in/day out without having to worry about
                           whether they're going to carry our programming or not
                           and it gives us an effective tool to pass those
                           savings on to customers. So with that, I'd like to
                           take any questions you may have.

Operator                   Thank you, sir. Ladies and gentlemen, at this time if
                           you have a question you will need to


                           press number one on your touchtone phone and you will
                           hear a tone acknowledging your request. Your
                           questions will be taken in the order that they are
                           received. If your question has already been answered,
                           you may remove yourself from queue by pressing the
                           pound key. In addition, if you are using a speaker
                           phone, please pick up your handset before pressing
                           the buttons. One moment for the first question

                           Chris Stern of the Washington Post, please state your

C. Stern                   I was just wondering given the fact that it's
                           perceived that it's a higher risk that you guys won't
                           get regulatory approval vis-a-vis News Corp if you're
                           throwing anything in to make the deal, to compensate
                           for that risk in terms of cash or anything else or
                           any other proposal to acquire or guarantee to acquire
                           any other part of the company?

C. Ergen                   Chris, at this time we're not ... we did have
                           discussions about that sort of thing earlier with the
                           DirecTV management team, but they were not
                           enthusiastic about our offer of cash and regardless
                           of regulatory approval or not we were going to buy
                           PanAmSat regardless. So that is not in this
                           particular deal, but again we're confident that
                           regulatory approval will be forthcoming and of course
                           obviously in this particular case we paid a premium
                           for their stock and obviously the synergies are
                           compelling. So nobody can guarantee regulatory
                           approval. No CEO can sit in the stand regardless and
                           say you're a slam dunk deal for regulatory approval.
                           But I think that particularly if you compare us to
                           the alternatives this is going to be an attractive
                           deal for regulators because we're just not involved
                           in the cable industry and we don't own programming
                           and we just have one option in mind is to go compete.
                           And cable's getting stronger, they completed the
                           transition to digital and they're consolidating now
                           as an industry and it's a foregone conclusion that
                           AT&T will be sold off or broken up and sold off to
                           the other cable operators. And we have to be
                           proactive and make sure our industry gets a fair
                           shake and people may try to make it out as number one
                           and number two, this is number three and number
                           seven. Since you're in Washington you know that this
                           is really about the pay TV market, it's not about the
                           satellite market.

C. Stern                   Okay, thank you.

Operator                   Alex Crippen of CNBC World, please state your

A. Crippen                 Good afternoon. What would happen to EchoStar if News
                           Corp gets DirecTV? Is that something you're worried

C. Ergen                   Well, I think we would continue on doing the things
                           and focusing on the business that we have. I mean we
                           have two-thirds of all the net subscribers second
                           quarter this year against a tough company from
                           General Motors so we continue on and focus on our
                           business. Having said that I don't think we would be
                           as an effective competitor as we could otherwise be
                           to the cable industry.

A. Crippen                 Okay. Thank you very much.

Operator                   Chris Hudson of The Denver Post, please state your

C. Hudson                  Thanks. The main question is was there a particular,
                           I know there are many events, but was there a
                           particular event that touched off the timing of this?
                           I don't know if this is in any way related to the
                           AT&T/ComCast offer, that that had any role here?

C. Ergen                   Chris, we have been trying to work with DirecTV on a
                           consolidated basis for about two years and we
                           actually had gotten a fair degree of support from a
                           previous management team that's no longer there and
                           so we've been in active discussions until the last
                           couple of weeks


                           when we were informed that they were not enthusiastic
                           about the deal. So it's not something we thought up
                           last week or last month and the timing's particularly
                           critical because we are getting ready to launch our
                           next high powered DBS satellite for local to local
                           which spot beams as is DirecTV and those satellites
                           need to be situated so that we can get some synergy
                           between those two satellites. And if we wait too long
                           and those satellites get firmly entrenched in
                           different orbital locations and on different systems,
                           then it become much more difficult and much more
                           expensive to try to put these companies together when
                           everybody else sees the consolation in cable and
                           realizes that we have to put these things together.
                           So that's why we're being proactive about it. But
                           it's nothing new, we've been trying to, we made no
                           secret of our desire to combine with Hughes
                           Electronics for a long time.

C. Hudson                  Yeah, I recall that. But was there any influence
                           whatsoever from the ongoing consolidation in cable?

C. Ergen                   Yes, in terms of many other ... the consolidation in
                           cable, the fact that they pretty much deployed
                           digital across the country today, the fact that they
                           do a great job with broadband, something that we
                           don't do very well as a satellite industry yet. Those
                           are all, long story short, we know we have a
                           competitor that maybe was a little asleep at the
                           wheel five years ago, but they're not now and we know
                           they're getting bigger and stronger and we have to
                           get bigger and stronger as well.

C. Hudson                  Okay, thanks.

Operator                   Monica Hogan of Multi-Channel News, please state your

M. Hogan                   Are you at all concerned that potential subscribers
                           might shy away from buying a new DBS system until
                           there's some sort of resolution as to who's going to
                           own DirecTV?

C. Ergen                   Not really, Monica. I guess that could be a real
                           minor occurrence, but I don't know that the consumer
                           gets educated enough about this story, primarily it's
                           going to be in the financial press, I'm not sure that
                           it really gets home to the average American. So I
                           only speak for EchoStar, we're confident of
                           generating robust sales this fall.

M. Hogan                   Thanks.

Operator                   Al Clendenning of Associated Press, please state your

A. Clendenning             I'm wondering about what you see employment for the
                           combined company out there? The figures I drew up was
                           you guys have about 1,100 and Hughes 9,000. What sort
                           of cuts would we have and what would we end up with?

C. Ergen                   I think there probably would be obviously some
                           consolidation and synergy more in the management
                           ranks where you have people doing the same job. I
                           would actually think we'd increase employment because
                           in our company's case we do all of our own customer
                           service and installation for example and they usually
                           use a third party for that. So we would want to
                           convert them over to our system of taking care of the
                           customers directly instead of using a third party,
                           that would actually increase employment. But
                           certainly on a management side there would be some
                           cuts and consolidation and that's where the big
                           savings are of course.

A. Clendenning             Thank you.

Operator                   Steve Caulk of Rocky Mountain News, please state your

S. Caulk                   Hi, Charlie. Where would this new company be
                           headquartered and who would run it?


C. Ergen                   That would certainly be discussed, but we would
                           certainly have a strong preference for Denver,
                           Colorado and we would have a strong preference for
                           the EchoStar management team and I think it has been
                           proven over the last three or four years [inaudible]
                           business [inaudible] DBS business and obviously
                           there's a role for [inaudible] folks as well and
                           certainly going to have operations spread across the
                           country, but we have a preference for Denver.

S. Caulk                   Charlie, would anybody have more voting power than

C. Ergen                   What's that?

S. Caulk                   Would anybody have more voting power than you? I mean
                           you said you would have 30% of the vote.

C. Ergen                   Yes, the GM and GMH shareholders would have 66% of
                           the vote, so as a combined entity they would have
                           quite a bit more power, or more votes.

S. Caulk                   Okay. If this were to fall through would it be
                           possible to continue to pursue this with whomever
                           ended up with Hughes Electronics? If that were News
                           Corp for instance, could you continue to negotiate
                           with them?

C. Ergen                   I don't think that would be likely. I think any deal
                           is going to take maybe as long as a year [inaudible]
                           no matter who ends up with this company so I think
                           the longer it goes the less likely it is. If you
                           could get some of the synergies that we're talking
                           about without added cost, so we should have done this
                           deal months ago and [inaudible] again.

S. Caulk                   Thanks, Charlie.

Operator                   John Haggins of Broadcasting & Cable, please state
                           your question.

J. Haggins                 Two items. One could you describe a little bit better
                           for us the discussions you had with DirecTV over
                           recent months? And, two, I guess the big antitrust
                           issue to me would be the rural areas where some areas
                           where the satellite companies are the only video
                           outlet providers and the other areas where the cable
                           is, 20-30 channels isn't much of a competitor.

C. Ergen                   I guess I would describe the conversations with
                           DirecTV over the past several months as cordial
                           conversations with not much input from them. Not a
                           lot of enthusiasm from them, but they listened. We
                           did not have senior executives of General Motors or
                           board members from General Motors, we did have a
                           representative from General Motors in most of those
                           meetings. Obviously those did not turn into any kind
                           of serious talks which is why we've now gone to the
                           General Motors level to make sure that all the
                           information going to them is unfiltered and it's out
                           there in the public domain so that there's nothing
                           hitting here.

J. Haggins                 What kind of filter do think was being put on your

C. Ergen                   I have no idea of any filter was being put on it. I
                           can't speculate on that. I just know that the
                           powerful economics of this deal I thought would have
                           brought a more enthusiastic response from General
                           Motors. But we can't take the chance that they
                           haven't been able to see some of the things that
                           we've seen and we need to be sure that we're talking
                           to them directly.

                           The second part of your question ... I agree with you
                           that from a regulatory point of view that the major
                           safeguard, the concern here would be rural companies
                           who have no access to cable ... rural customers who
                           have no access to cable. That's only a handful of
                           customers, a


                           handful, several million as cable passes about 95% of
                           the homes, but I think you have to put safeguards in
                           place. I think it's very easy to, I think we
                           certainly are willing to go to a nationwide pricing
                           scheme where the people in rural America get exactly
                           the same price as the lowest customer in America
                           where there's robust competition with the incumbent
                           cable operator. So I think that protects the
                           customer, but as an added benefit because we put
                           these two companies together, that same rural
                           customer is going to be able to get high speed
                           internet broadband access through satellite. That
                           same customer's going to be able to get high
                           definition television. He may be able to get his
                           local to local channels from a city, he may be in
                           rural Colorado and be able to get the Denver channels
                           because we're able to efficiently do it with these
                           combined combinations. So it's a better deal for
                           customers overall in rural America and we can
                           safeguard them against any abuses by going to
                           nationwide pricing. That's the kind of thing,
                           positive dialog I think we can have with regulatory
                           authorities and something that I think some of the
                           skeptics haven't taken into consideration.

J. Haggins                 Thanks.

Operator                   Christine Nuzum of Dow Jones Newswires, please go

C. Nuzum                   I was wondering if there's a possibility of you all
                           adding cash to the bid? I know that originally Hughes
                           had wants cash offered to shore up their balance

C. Ergen                   We thought they wanted cash too and we actually
                           offered them $5.5 billion of cash on our previous
                           negotiations with them and again they weren't
                           enthusiastic about that. So that's not to say that if
                           General Motors came back and wanted to fine tune a
                           proposal and it has an element of cash in it that's
                           certainly something that we would entertain and have
                           discussions on.

C. Nuzum                   Thanks.

Operator                   George Szalai of Bridge News, please state your

G. Szalai                  Hi, Charlie, a quick question on the timing of the
                           event you expect going forward. How long do you think
                           it's going to take to hear back from the GM board and
                           how long would you expect the regulatory review to
                           take if GM really decides to take you up on the

C. Ergen                   We'd hope we hear back something very shortly and
                           hopefully it's positive so we can have further
                           discussions. We're certainly prepared to meet any
                           time, any where. From a regulatory point of view I
                           think that anybody ... I think the regulatory process
                           is about the same no matter who would acquire, use
                           electronics and that review period is probably
                           somewhere between six months and a year. I wouldn't
                           think our particular deal is as complicated for
                           example as AOL/Time Warner was which took exactly one
                           year to the day, so I think it will be less than a
                           year, but you never know. You don't have control of
                           that process and I think these kinds of things
                           historically have taken about nine months.

G. Szalai                  One quick follow up. I was wondering has News Corp
                           approached you guys at all in offering any kind of
                           concessions for you guys to back away from any offers
                           or has there been no talks like that at all?

C. Ergen                   No, we're not engaged in any talks with News Corp.

C. Szalai                  Thank you.

Operator                   Luke Collins of Australian Financial Review, please
                           state your question.


L. Collins                 Mr. Ergen, how are you?

C. Ergen                   Good.

L.                         Collins To follow up on that last question, there's
                           been a lot of other numbers used, you talked about
                           licensure with Mr. Murdock? Could you characterize
                           the state of the relationship and in that respect why
                           for example a deal similar to the one you were trying
                           to strike with Direct might not have been struck
                           between Hughes and yourself?

C. Ergen                   I think we have a very cordial relationship in terms
                           of Mr. Murdock and myself and I can only speak for
                           myself, but I highly respect Mr. Murdock and what he
                           has accomplished and how he's built his business and
                           the way he has been able to take a lot of chances and
                           do a lot of things that people didn't think he could
                           do. And I've learned a lot from my association with
                           him and still value that. Having said that, we have
                           to do what's good for our shareholders and he has to
                           do what's good for his shareholders and we probably
                           both see a very good asset in Hughes Electronics that
                           we both would like to have for our shareholders and I
                           think in some ways we think alike. And that sometimes
                           makes for conflicts in the business world, but that
                           is what it is. Just because I happen to respect Mr.
                           Murdock very much doesn't mean that I wouldn't try to
                           do the best thing for my shareholders.

L. Collins                 Yeah. And do you think ... there has been a lot of
                           talk about the way to market for the pay TV industry
                           market [inaudible]. Do you think that the argument in
                           relation to the potential News Corp deal with Direct
                           just caps to some degree News Corp's large presence
                           in the freeware market which obviously alters the
                           balance in terms of the total U.S. TV sector.

C. Ergen                   I think ... you're talking about regulatory?

L. Collins                 Yeah.

C. Ergen                   I think the key question for us is do regulators look
                           at the pay TV market overall or are they just saying
                           DBS is the only pay TV market out there? And
                           obviously if they look at it overall, again the third
                           and seventh largest operators that's not going to be
                           a major problem. Even if they look at the market in
                           rural areas we think we have some ways to accommodate
                           the safeguards there and we think that's the way to
                           look at it. News Corp would probably be a whole
                           different set of regulatory issues. The biggest issue
                           is would News Corp really have incentives to compete
                           against cable? They own the programming, they would
                           only own a minority position of DirecTV so they would
                           have a huge incentive to raise prices of programming,
                           they'd have a huge incentive to work with cable
                           operators who have 68 million subscribers for them
                           versus the 10 million in DirecTV. And of course they
                           already own broadcasting, now two stations with
                           KrissKraft in some markets, they own studios, that's
                           a formidable market tower. It would be a whole
                           different set of issues and in terms of foreign
                           ownership in terms of News Corp not being an American
                           company yet owning so much broadcasting so that would
                           just be different issues that certainly would go on
                           for a long period of time. And I don't think anybody
                           at News Corp could guarantee regulatory approval just
                           as I don't think we can. Having said that, regulatory
                           approval we think in our case would be forthcoming.

L. Collins                 Last question. How have the fund managers reacted
                           this morning?

C. Ergen                   I don't actually know. I've been in meetings the
                           whole time, but I heard that our stock has held up
                           particularly well given what normally happens in
                           mergers of this case. And again we just presented our
                           information to the analysts and I think it's going to
                           take a few days for people to digest the information
                           and they're either going to view this as credible or
                           they're not and obviously we think it's credible. And
                           I think if we get positive response from General


                           Motors that the markets will react well, both at the
                           GMH level and at the EchoStar level.

L. Collins                 Thanks.

Operator                   Justin Cole of AFX News, please state your question.

J. Cole                    Hi, Mr. Ergen. I was just wondering, apart from the,
                           you highlighted what you see some of the benefits to
                           rural consumers in terms of how regulators would look
                           at this, but are there any other areas that you see
                           that would sort of benefit your case going before the

C. Ergen                   Well sure, and by the way this is the last question I
                           can take unfortunately. But we can double or triple
                           the market that we go into and again where we don't
                           offer the local broadcast channels via satellite, in
                           other words your customer has to use an off antenna
                           which is a 1950s technology that customers don't want
                           to use anymore then we're not truly effective
                           competition against cable and while we get a few
                           customers because there are some people who will put
                           up an off antenna or just not watch local broadcast
                           stations, it's not nearly a competitive threat to
                           keep cable rates down. Let's just take an example.

                           For the last 10 years, for the last seven years while
                           we've been a DBS industry, cable rates have gone up
                           at 2 1/2 times the rate of inflation even though we
                           had hoped to have effective competition to them. We
                           just haven't been able to hold those rate increases
                           down. The only way we're going to be able to do that
                           is to be able to compete on an equal playing field,
                           get critical mass and scale and get the same kind of
                           programming prices that they're getting and add
                           things like local cities for local channels which
                           takes capacity to do it.

                           The second thing we've got to do is go out and give
                           addition services to consumers that they can't get
                           from cable today. Those kind of services are things
                           like high definition television. You're never going
                           to see high definition television in the United
                           States unless it's a local broadcaster in the cable
                           industry because they don't have an incentive to go
                           out there and put it up there, but we will do that
                           via satellite and we won't discriminate against you
                           whether you're in rural America or in the city
                           because our signal goes everywhere. And then you have
                           things like satellite broadband and interactivity and
                           other things that we can, specialty channels,
                           educational channels, foreign language channels,
                           things that we can do with the capacity that we
                           otherwise wouldn't be able to do and that may not be
                           available on cable because there's not a lot of money
                           in it, but it's a good customer service and gives you
                           good customer retention.

                           Thank you very much for joining us. I hope we had a
                           chance to answer most of your questions and our PR
                           representatives and so forth will be available for
                           you if you didn't get all of your questions answered.
                           Thanks a lot.

Operator                   Ladies and gentlemen, this does conclude our
                           conference call for today. Thank you for
                           participating, you may all disconnect now.