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

                               Subject Companies: Hughes Electronics Corporation
                                                     Commission File No. 0-26035
                                                      General Motors Corporation
                                                     Commission File No. 1-00143
                                                         Date: February 28, 2002

The following is a transcript of an analyst call, a replay of which was made
available beginning February 28, 2002. Certain text contained within the
transcript has been bracketed because it was inaudible or for clarification

In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from GM. Such documents
are not currently available.

GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of proxies or consents from the holders of GM
$1-2/3 common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Materials included in this document 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 GM,
EchoStar, Hughes, or a combined EchoStar and Hughes to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM 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 to obtain certain retransmission consents; (9) an 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 periodic reports filed by EchoStar, Hughes
or GM 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," "forecast," "designed," "goal," 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 document.

                                  ANALYST CALL

                            MODERATOR: GEORGE JAMISON
                                FEBRUARY 26, 2002
                                   8:30 AM CT

Operator: Good day and welcome to today's EchoStar-Hughes conference call.
     Today's conference is being recorded. At this time for opening remarks and
     introductions, I would like to turn the conference over to the Vice
     President of Corporate Communications for Hughes Electronics, Mr. George
     Jamison. Please go ahead, sir.

George Jamison: Good morning. And welcome to our conference call, the
     EchoStar-Hughes conference call with EchoStar's Chairman and CEO Charlie
     Ergen, Hughes' President and CEO Jack Shaw, and DirecTV's Chairman and CEO
     Eddie Hartenstein.

     Before we proceed, let me remind you that use of our - of the words expect,
     anticipate, project, and similar expressions are intended to identify
     forward-looking statements.

     While these statements represent our current judgment on what the future
     may hold and we believe that they are reasonable, actual results may differ
     materially due to important factors, including those described in EchoStar,
     Hughes, and General Motors SEC filings.

     At this point, I'd like to turn the call over to Jack Shaw, President and
     CEO of Hughes.

Jack Shaw: Thank you, George. And thank you all for being with us this morning.

     We're pretty excited this morning. We at Hughes, and DirecTV, and EchoStar
     have been working for quite some time on a proposal that we feel is
     beneficial to the consumer population as a whole and the rural marketplace
     in particular. The ability to offer local channels in all 210 TV markets,
     we believe, makes us a true competitor to what we consider to be the
     dominant cable providers.

     In the last six months, we've been reviewing this particular kind of
     proposal. And we have concluded that we think we can do it. We believe that
     it's good for the consumer. And we believe that it makes us a complete
     competitor to cable.

     Eddie Hartenstein, who has kind of headed up the effort in putting this
     proposal together, is here with me. And I'd like to turn it over to Eddie
     to give you kind of an overview of what this means.

Eddie Hartenstein: Thanks, Jack. And good morning to all of you joining us on
     such short notice.

     This call is being simultaneously Webcast on the Web. Specifically, at is a presentation of about 18 or 19 pages that's entitled, The
     Hughes-EchoStar Merger, Local Channels and Competitive Broadband for All
     Americans. It's there. You can flip along with it if you like.

     For those of you that aren't there and don't have access to it, let me just
     summarize briefly. And then we'll quickly go to your questions and give
     some answers.

     Today as separate companies both EchoStar and DirecTV are able to provide
     local channel service to some 42 television markets, which represents only
     some 61% of this nation's households. There's some 107 million television
     households in America.

     And we're taking a good look at that, because philosophically both
     companies are aligned and won't be satisfied until there's a little dish
     outside of every home in America.

     We together have developed a plan that's both economically and technically
     feasible to broadcast local channels to every one of the 210 local markets
     in the country and remain in full compliance with the must-carry
     obligations. That's on the order of 1600 television stations that we would
     be broadcasting.

     The plan can be achieved because the merger will eliminate some 500
     channels of duplicative programming. It will combine each company's
     spectrums and its satellite assets and combine the companies' subscriber
     bases, making service to smaller markets commercially feasible.

     The number of satellites that are up today and are planned to be launched
     between the two companies number about 15. There are satellites spread at
     each of the 101-degree, 110-degree, and 119-degree orbit locations. There
     are four spot-beam satellites, two launched and two more to be launched.

     And with the application that we filed at the commission yesterday in
     conjunction with our comments to the opposition, we also put in an
     application to together upon approval of the merger launch a fifth
     spot-beam satellite.

     Today about 42 million television households do not have the option to
     receive local channels via satellite and thus really have no choice but to
     subscribe to cable if they want to get all the national services and their
     local channels. With the EchoStar and DirecTV merger, these homes will now
     finally have a true replacement to cable - alternative to cable.

     New equipment will be deployed that will be capable of receiving signals
     from multiple orbit locations and make available to those customers who
     need it to get their local stations free of charge.

     There'll be one dish and one rate card for all US television households.
     Implementation of the plan could begin immediately following approval of
     the merger, when we could go to roughly 100 markets, and can be completed
     and go to all 210, hence serving those 42 million today households that
     have no alternative to cable within about 24 months.

     From a financial perspective, delivering local channels to all the
     households is just plain good business sense. It'll increase our gross
     subscriber ads. We know this from the list that we've both seen from
     markets that...incrementally add local channels to. It'll lower our churn.
     It'll increase our net ads as a combined company. It'll increase the ARPU
     [average revenue per subscriber]. It'll improve the margins.

     And although we're not prepared today to provide detailed financial
     projections, we do believe that as a result of this announcement we're
     going to be even more confident that we'll hit the EBITDA [earnings before
     interest, taxes, depreciation and amortization]and synergy projections that
     we shared with you at the time of the merger announcement. And during, you
     know, subsequent questions you might have, we can certainly directionally
     give you where we think that this will go.

     With respect to the broadband front, there are today some 40 million
     households located primarily in rural areas that have no access to wired
     broadband services. They have neither access to cable modems nor to DSL
     [Digital Subscriber Line] and, frankly, won't get it in any of our
     lifetimes. For those consumers, rolling out wired broadband services is
     cost-prohibitive and just simply won't happen.

     This merger will bridge the digital divide by providing consumers in every
     community with a competitively-priced satellite-based broadband solution,
     turning those 40 million homes into haves as opposed to have-nots vis-a-vis
     the digital divide.

     That's all I had. Let me turn it over now to Charlie Ergen for his
     comments. And then I think we'll go to Q&A. Charlie?

Charlie Ergen: Thanks, Eddie. Just a couple quick comments, I mean, obviously
     we're excited that we're able to really simplify our message to the

     And it's very frustrating, you know, to get calls from customers today. And
     they wonder why they can't get their local televisions, why they can't
     switch from cable. It's hard to explain that their market's too small.

     It's hard to explain that they live in a Grade B Contour when they say
     their off-air antenna doesn't work and that they're supposed to be able to,
     theoretically, get it.

     People are asking about high-speed Internet access. And we can't get it to
     them economically today. People aren't willing to spend $700, you know, for
     equipment and installation and $70 [per] month and get a service that's not
     consistent enough.

     So we know we have to make progress in all that. Obviously with the merger,
     because we free up spectrum - the added spectrum - we free up spectrum
     between us, this really solves really all those problems for us.

     When our technical teams were able to get together along with the finance
     people and marketing people, it was clear that the merger can do, as Eddie
     said, well over 100 cities with the four spot-

     beam satellites that we have either up or under construction. And by adding
     a fifth spot-beam satellite that can fill in the gaps for the smaller
     markets, we can go to all markets.

     And that's - and then with obviously advances in the broadband satellite
     platforms, in particular Spaceway, we believe - well we have high
     expectations that we can get a one-dish solution to every American that
     allows them to pick any of our services that they want.

     That could be any one of 500 video channels. That could be their local
     broadcast network channels. It could be high-definition - a dozen
     high-definition channels, one with interactive advanced services or
     high-speed Internet broadband access.

     And obviously that makes us a competitor long term to the dominant cable
     providers who can already do those things where they want to deploy their
     capital and obviously, hopefully, raises the bar a bit.

     It's not enough just to be as good as cable. We hope to raise the bar with
     high-definition television and obviously economies of scale to get
     competitive prices going forward.

     That's an exciting part of this business. And now that our teams have been
     able to work together, you know, we're committed to making that happen. And
     it's - the spectrum, the economics, and the technical innovation that we
     can do, you know, all lead to a company that will be able to compete.

     With the consolidation that we see going on in cable and in the franchise
     areas, the consolidation we've seen going on in the broadcasting industry
     and the network arena, you know, we feel comfortable that we now will be
     able to compete against that.

     So with that, we'll take questions.

George Jamison: Okay, Brian, we're now ready to take questions.

Operator: Today's question and answer session will be conducted electronically.
     If you would like to ask a question, please signal by pressing the star key
     followed by the digit 1 on your touch-tone phone. Once again, that's star 1
     for questions.

     We'll go first to Karim Zia with Deutsche Bank.

Karim Zia: Thanks. Guys, with the spot-beam satellites, how many of the combined
     96 frequencies do you envision being used for local under this plan?

     And you mentioned some of the engineering work you've done. Does this
     assume that you'll use some kind of new modulation scheme that would
     require replacing all the set-top boxes?

     And what are the - is there an assumed higher compression ratio involved as
     well? And then can you just talk about the box switch-out costs? Has the $2
     to $2-1/2 billion number changed? Thanks.

Eddie Hartenstein: Karim, this is Eddie. We are using - we'll combine all the
     spectrum, for which at CONUS [Continental United States] there'll be [are]
     some 96 frequencies, twenty-eight of those frequencies, spread across the
     five spot-beam satellites and the three orbit locations, will be used for

     There is no final decision yet on a final platform. But we're not looking
     at some new exotic modulation scheme. It'll be capable of QPSK going

     But we're very cognizant of the fact that we've got an installed subscriber
     base of some 17 million homes and well in excess of 20 million set-top
     boxes between the two of us out there. The migration will be one that will
     be gradual.

     We think it will be on the order of $2-1/2 to $3 billion in terms of the
     cost to do. And as indicated earlier, we could have some immediate
     gratification upon the merger of going with the existing spot-beam fleet
     almost immediately to 100 channels and then roll out to the two hundred and
     tenth market within 24 months after approval of the merger.

Charlie Ergen: Yes. And, Karim, the cost of the satellite that we're - the fifth
     satellite incremental to the ones that both of us already have is about
     $300 million.

     And we've always talked about the $2-1/2 billion to trade up boxes, because
     we're going to add another dimension, which is, if you subscribe to local
     on these next 100 markets that we're doing, we'll provide that equipment

     That number will go up somewhere - so I think we're going to start talking
     about $2-1/2 to $3 billion on the box trade-out costs. We haven't done all
     of the analysis of what that is. It's probably somewhere - but we know it's
     somewhere in that neighborhood.

     On the counterbalance side, obviously we'll get incremental subscribers,
     obviously we'll get lower churn, obviously we'll get some added ARPU. Net,
     net, net, we think that this makes good economic and business sense to do.

Eddie Hartenstein: Yes. I said 100 channels upon closure - completion of the
     merger. I meant 100 markets -- apologize for the slip.

Karim Zia: Got it. Thanks, guys.

Operator: We'll go next Robert Kaimowitz with SG Cowen.

Robert Kaimowitz: Hi. Good morning. I was wondering if you had determined - or
     do you expect to make available the local channels in the rural markets to
     the NRTC [National Rural Telecommunications Cooperative]? I mean, that
     would eliminate the argument that people have that rural consumers are
     worse off.

     It would - you would argue that the rural consumers would be far better
     off. Would you - have you thought about it? Or I'm sure you've thought
     about it. What do you expect to do?

Eddie Hartenstein: That's a discussion that we'll certainly have. Many of the
     markets that we're looking to add from 101 to 210 aren't in the NRTC

     So this a set of services that certainly will be available. Exactly what
     our ongoing contractual relationship will be with the NRTC is something
     that we'll discuss with them over the next few days.

Robert Kaimowitz: Okay. And regarding a report that was done by Roger Rusch
     regarding the technology to do -- I think you referred to it earlier -- the
     enhanced compression and that you could basically do all the local markets
     and provide all the channels without merging, he weaves off a lot of
     important considerations. Yet it's been getting a lot of airplay. Can you
     address that report and the concerns regarding it?

Eddie Hartenstein: Sure, Rob. That report is one that is - pushes the envelope
     on technologies and new things and I think would be - make a lot more sense
     if we were starting from a clean slate and not from the place that we are
     today with some, you know, 17 million plus customers.

     It did talk about being able to do everything with one satellite at one
     orbit location. That's just not practical, nor is it economically feasible
     to start over and take everything out and start from scratch.

     We've got some of the best - not some of, we've got the best satellite
     engineers and experts between our two companies, EchoStar and HUGHES and
     DIRECTV and Dish Network, looking at this.

     And the solution they've come to taking all things into consideration are
     the ones that we've laid out before -- using a configuration of five
     spot-beam satellites as part of a 16-satellite combined fleet spread across
     the three orbit locations and using roughly 30% of the spectrum for local
     channels in all markets, being full must-carry compliant, and to stay
     competitive with all of the national services that we provide today, some
     350 channels of CONUS services, stay true and deliver the promise of some
     12 high-definition channels nationwide, interactive services, and have a
     bit of growth for what we know will come in terms of new services
     nationwide and regionally that keep coming up every quarter as we go

Charlie Ergen: Yes. And, you know, Rob, people who aren't ever going to build a
     spot-beam satellite and just want to - and aren't - and for the merger
     obviously can talk technical a lot on the Rusch report.

     But there's two other elements that are necessary in addition to technical,
     which, you know, one is having the spectrum to be able to do it, which we
     use, as Eddie said, 28 frequencies. So at 30% of our spectrum, we have to
     have the spectrum to do it.

     And the other is economics. Even if you could build a spot-beam satellite
     to do all the markets, you wouldn't economically be able to go to all the
     markets without putting in the scale of our

     subscriber bases, and the scale of putting the fiber together, and the
     scale of the up-link centers, and the billing and customer service. You
     wouldn't be able to do it economically.

     So, you know, technical - we don't agree with the Rusch report from a
     technical perspective in a lot of areas, which I think we've pointed out.
     But it also doesn't solve the economic and the spectrum issues, which the
     merger of course does.

Robert Kaimowitz: Okay. Thank you.

Operator: We'll take our next question from William Kidd with Lehman Brothers.

William Kidd: Hi. Good morning. I guess my first question relates to broadband.
     And particularly I was wondering how would the broadband offer that you're
     proposing as a merged company be different than what's presently available?

     And I guess my question really specifically relates to pricing. Could you
     give us an idea of how the service and equipment prices would be different?

Jack Shaw: William, this is Jack. As you know, both EchoStar and Hughes have a
     broadband offering. And we have both had limited success, again as you

     The principal issue also is that we're both losing some money in making the
     offering. And we believe that it - that that can be corrected with the
     current KU Band offering just by putting the two systems together, reducing
     the infrastructure by half, of course, and moving forward with what we

     However that's kind of...not the ultimate, because you still have pretty
     high satellite costs and you still have reasonably high hardware costs.
     Obviously we - in order to get the hardware costs, we have to drive the
     volume up.

     We are both willing to do that - or we're willing to do that with the new
     company, assuming that we think we have a future in consumer broadband. And
     we do.

     And we think that the new Spaceway platform, which is, again as you know,
     primarily enterprise-oriented, can be utilized with consumers on a more
     cost-effective basis with enhanced services.

     So we think by putting the two companies together we kind of have an
     offering for today and tomorrow. And then we have a new offering which is
     for the future.

     When you talk about pricing, William, we - both companies, believe that the
     offering's got to be competitive with cable. And where we're in the $60 to
     $70 per month range and $700 to $1000 for the hardware, you know, we've got
     to get that down so that the normal consumer can afford it. And that will
     help drive the volume up.

     So we've got a lot of work to do. But it's kind of fun work when you think
     putting it together and combining the volumes it gives us a lot of good
     feeling that we can really pull a good broadband offering off.

William Kidd: Thanks, Jack. And another question, I guess relating to the one
     rate card and the national rate policy, I guess it's really a two-part
     question surrounding that.

     One part is, based on the criticisms that have, you know, really mounted on
     the hill, you know, against the - you know, protecting the consumer and so
     forth, I'm wondering, in the collective

     minds of you distinguished gentlemen, do you think that this one rate card
     solves those criticisms? Do you think this is all you need to do on
     pricing, one?

     And I guess my second question related to pricing is, do you envision the
     initial rate of the combined company being cheaper or equal to what you
     presently charge?

Charlie Ergen: Okay. I think that - you know, that the politicians and the
     regulatory agencies really have a fundamental question to ask, which is
     that in, you know, some 40 million homes there is a no-opoly today, which
     means customers don't have high-speed Internet access. And the only access
     to local might be the cable operation.

     So the huge benefits of the merger, we take rural America and 40 million
     homes to more of a three-dimensional business, where they have a chance for
     high-definition television, they have a chance for broadband high-speed
     Internet access, they have a chance for local channels along with their
     normal video channel whether it be from cable operator who covers most of
     the country today or whether it be from a satellite provider.

     That's what customers want. And all that's good. The key is that there are
     about three million homes that aren't passed by cable. And we may be the
     sole provider. And you've got to protect those three million homes
     according - you know, that's the number for the FCC Competition Report last

     And we think we do that with a nationwide price and our commitment to one
     nation, one rate card. And when you do that, that's good public policy,
     that's good consumer policy, and we think that's good antitrust policy. And
     we're going to do that.

     In terms of the combined pricing, we've got to get Internet broadband costs
     down and consistency up in our product. We can only do that with another
     generation of satellites that's specifically designed for that purpose.

     Neither one of us -- I can speak for EchoStar -- we're certainly not
     willing to continue to invest in broadband via satellite without a path to
     being able to do that. We see the merger as being that path. And we're
     committed to getting that done.

     And if we don't, then we can't compete against, you know, the entrenched
     cable companies who have that advantage over us today. They've got digital
     cable now, so they've caught up on the video side. They've got local across
     100% of the country. That's why their industry started. And they've got

     So we've got a lot of catching up to do. And the merger allows us to catch
     up and hopefully surpass and give a better quality of service, hopefully,
     at a less expensive price.

William Kidd: Thanks, Charlie.

Operator: We'll take our next question from Mark Nabi with Merrill Lynch.

Mark Nabi: Thanks a lot. Guys, just a couple of questions. Eddie, one thing that
     you had talked about was the recent switch from 41 markets - that you had
     31 of the 41 markets using the 101 [inaudible] for local channels. And
     what you - what I've noticed is that you're probably going to get a big
     lift in local channels in those territories.

     Now you're talking about going into various market opportunities, things
     like, you know, [inaudible] across all 96 frequencies. And is that going
     to help or hurt? And what I mean by

     that is, I would think actually, you know, by going to one sized satellite
     dish that would actually increase the ability to increase your penetration.

Eddie Hartenstein: Mark, we're - DirecTV is serving some 41 markets from 101
     degrees today, all channels in those 41 markets.

     We are looking at, as you indicate, across ultimately all 210 markets going
     to all channels. And yes, with the single-dish solution which we have, an
     18 by 22 inch dish - we've actually got a picture of it. If you look on the
     Web site, it's one of the pages in the presentation. So you can see what it
     looks like.

     Those are actually working today. Both the Dish Network and DirecTV have
     working models of that. DirecTV actually has channels on all three orbit
     locations [today].

     We expect to see on the order of a 15% lift in those markets when we begin
     offering local channels anew. And that's consistent with the kind of lifts
     that both DirecTV and EchoStar separately have seen when they've added -
     when we've added local channels in a market.

     So yes, that's part of the...part of the economics and the viability of
     doing this. We're not doing this just to have other parts of the business
     subsidized doing this.

     This makes good business sense. Although it does require, as Charlie
     indicated, on the order of $300 million of more capital with satellites and
     some ground equipment and back-haul equipment from those new markets.

Mark Nabi: So I guess getting to that question, so even with the increased costs
     -- really the biggest one is the back-haul, right -- do you feel that the
     synergies you've discussed will actually be equal to or surpass what you
     had talked about in late October?

Eddie Hartenstein: I think there's nothing yet that we've seen that would change
     those synergies that...

Charlie Ergen: Well they'll go up.

Eddie Hartenstein: ...we talked about.

Charlie Ergen:  They'll go up because of the incremental market.

Eddie Hartenstein: Right.

Charlie Ergen: So we get additional - there'll be some increase in the
     subscribers that we get. There'll be some decrease in churn in those
     markets since we have local and they won't have to go to cable to get their

     But there's some incremental cost to build the satellite. And there is some
     ongoing incremental cost for the fiber back-haul from those additional
     markets. So - but when you - and we've done cursory - you know, we haven't
     done the detailed model of this. But when you go through the big picture of
     that, we think that net, net, net that's an economic gain for us.

Eddie Hartenstein: Yes.

Mark Nabi: Charlie, one thing I'll applaud DirecTV doing -- and I don't know if
     you are doing the same thing -- is on the simplification of, you know, one
     price essentially gets you your local channels -- and the local markets -
     you know, the territories are often local -- plus all the basic services.
     Do you plan on doing that as well?

     In other words, local really is not, you know, oh I need to get it. It's
     like - you know, it's a necessity. And how are you guys approaching that at

Charlie Ergen: We've always - we always kind of price things ala carte. And even
     in DirecTV my understanding is you can get locals ala carte. And it - yes,
     I agree, it could be probably all of satellite. You know, we have so many
     channels it could be simplified.

     But the problem that we have is we don't have - we have local in I think 36
     or 37 markets. That leaves us, you know, 170 markets where we don't have

     And therefore we have - we can't penalize the folks in those 170 markets by
     adding a price tag on where they can't get the local. So that's why we give
     customers a choice. And it may be a - I don't disagree with you, having
     listened to some of our call center calls, that it can be confusing to

     I mean, it's very frustrating to talk to customers on the phone and try to
     explain to them that they live in Little Rock Arkansas and therefore they
     can't have local, and oh by the way, you can't bring in a distance signal
     because you're in a Grade B area, and them telling you that they can't get
     it with an off-air antenna and then telling you that their cable company
     just raised their rates 12%.

     And you can't do anything for those customers. And that - the merger and
     what we filed at the FCC solves that problem long term. And that's what
     we're focused on.

Mark Nabi: Last question maybe for the three of you is this. This is, in my view
     again, the first of hopefully many steps that we're going to hear about
     this transaction. Now you've decided to offer local channels in all the
     markets of the United States.

     I mean, are there many more things that are going to happen between now and
     the timeframe that you've talked of September? Is it kind of like a give
     and take process -- just some thoughts on that?

Charlie Ergen: I don't - when you can - when we can offer every single American
     in every household in the United States, Alaska, and Hawaii HDTV,
     high-speed Internet access, local television, and 500 channels of video,
     and high - and interactive - and advanced services all for a lower price
     than what they can get from cable today -- we offer them a true alternative
     to the dominant provider -- I don't think there's anything else - it
     doesn't get any better than that.

     But we can't rely on the broadcasters to do it. They're certainly not
     delivering HDTV to all America. They're filing extensions at the FCC. We
     certainly can't count on NRTC to do it. They sold out to Pegasus many years
     ago. They're not investing in high-speed access. They're not investing in
     local television to local markets.

     We certainly can't count on the phone companies to do it. And we certainly
     can't count on the cable companies to go to rural America for high-speed
     access. So I think that we're out there with a business plan that we think
     makes sense for all consumers. We'll hopefully get our fair share of the

     If we give good service and we charge a fair price, then we'll be
     successful. And if we don't, obviously we'll be, you know, road kill on the
     telecommunications super-highway like some other companies are today.

Mark Nabi: Okay. Thanks very much, guys.

Operator: We'll take our next question from Ty Carmichael with Credit Suisse
     First Boston.

Ty Carmichael: Thank you. I just have a couple of questions. I guess the first
     one would be just if you could provide some perspective on what catalyzed
     the decision to expand the local channel offering.

     Was it feedback that you had gotten from the DOJ? Or was it response to
     some of the FCC filings in opposition to the deal or just, you know, the
     general sense that you were picking up in Washington? Or was it just, you
     know, further analysis that led you to believe, you know, this could be
     done in an economic fashion?

Charlie Ergen: I mean, two things, one is just talking to customers every day
     and the tremendous amount of frustration that both of our companies had in
     not being able to take care of all of our customers.

     And the second thing really was the transitions teams met and were allowed
     to meet and were able to look at the different beams that we had as
     companies, which we hadn't been able to do before. And we got people in
     there. Really I've got to give Eddie the credit. He challenged them to do
     more markets and, you know, wouldn't take no for an answer.

     And when they got people really thinking outside the box and being
     challenged in that manner, they were able to come up with a plan to do it.
     And the financial people were able to look at the model and see that it
     made economic sense.

     And the marketing people of course were ecstatic. You know, marketing guys
     will spend money no matter what of course. And of course they were ecstatic
     when they realized that this gives us the chance to market a more uniform

     And realizing that the transition meetings didn't start until late
     December, they've done an incredible job. I think it points out - it should
     give you some confidence - or the investors some confidence that the two
     companies can work together.

     This was a fairly tough task that was done in a pretty short timeframe with
     efforts from Hughes, and DirecTV, and EchoStar, you know, working together
     to solve a tough problem.

     So a lot of positives from what I saw in that, and I've got to give Eddie -
     Eddie really takes the credit for issuing the challenge, and, you know,
     knowing what satellites maybe can do, and so forth.

Ty Carmichael: Okay. And then just on the - Charlie, you talked about an
     incremental cost of $300 million. Does that cost include - I mean, are
     there going to be additional kind of broadcast centers that you have to put
     in place to handle the local channels on top of that $300 million? Or is
     that included in that cost estimate?

Charlie Ergen: We think the $300 million includes probably whatever we have to
     do on the ground. It does not include the incremental monthly back-haul
     cost, which will be an ongoing cost each year, for the additional markets.

Ty Carmichael: Okay.

Charlie Ergen: And, you know, would I be shocked if the number was $350 million?
     No. I don't think it's going to be $250 million. But our best guess is
     about $300 million. Eddie, you've looked at it more than I have.

Eddie Hartenstein: Ty, we articulated in the filing what we think it is. It's
     not just the satellite. But it's - we need a total of four ground stations
     - up-link sites to do it. And then there needs to be some fine-tuning on
     the aggregation - you know, the aggregation network.

     The two additional broadcast centers are not the kind and as extensive and
     developed as any of our existing broadcast centers today, because they're
     just data aggregation points for fiber and turnaround services for
     up-linking. But that's about the price range that we think it'll be in, the
     $300 million plus.

Ty Carmichael: Okay. And then just the last question relates to the broadband.
     As part of this, you know, filing, has there been a decision on - I mean,
     has it been finalized, you know, that Spaceway will be the broadband
     platform that will be used to deliver those services to consumers?

Charlie Ergen: I think that, you know, Spaceway of course hasn't been launched
     yet. But our analysis is that that is the - that kind of system is the
     future to technologically compete. And maybe advance broadband from where
     it is today.

     And I'll let Jack maybe talk about some of the advances in Spaceway that
     have - you know, it doesn't mean there's not some interim solutions to it.
     But the long term solution is the kind of thing Spaceway is looking at.

Jack Shaw: Yes. As you know, Ty, Spaceway has a lot of capability. It was kind
     of designed and built for the enterprise business. But if you take a subset
     of that capability, we think we can first drive the per-bit cost down with
     a Spaceway kind of platform.

     As you know, it's mesh connectivity, which has not been done in satellite
     communications before, successfully, in geosynchronous satellites. So that
     brings into play, you know, video conferencing and lots of cool stuff that
     consumers may want.

     So yes, we think it's - you can kind of call it the cable-plus solution.
     You know, we think we can offer up an equal cable solution today using KU
     Band, and the speeds that we have, and so forth.

     But we have to be prepared for cable progressing. And we want to be able to
     be either in lock-step with them or a step ahead of them. And we think
     Spaceway allows us to do that.

Ty Carmichael: Okay. Do you see caching at the local site, you know, in the
     homes as a key component to that plan?

Jack Shaw: Okay, hang on just a second.

Ty Carmichael: Caching...

Jack Shaw: Caching at the...

Eddie Hartenstein: Oh certainly. It's - I think we have a far better - from an
     infrastructure perspective, we have a far better solution to
     video-on-demand. And that's putting a server in every settop box...

Ty Carmichael: Okay.

Eddie Hartenstein: that the people want. You don't have to fight for
     contention on the cable head-end and all of that.

     And we clearly - that's one of the things that the engineering teams will
     be looking at next, what's the right architecture going forward in terms of
     a common low-cost platform for those who want to avail themselves of this
     capability of having an advanced settop box. Today local channels, tomorrow
     we'll look at that. So...

Charlie Ergen: Yes. I think we have three potential advantages in how we're
     going to try to do broadband via satellite. One is with Spaceway you have
     the mesh connectivity, so you can do things such as teleconferencing direct
     to the person.

     Two, we have caching technology with settop boxes today. And three, we have
     multicasting capability, which means that if a lot of people want, you
     know, the same thing, we can - instead of independently sending it to an
     individual user, we can send it to a lot of users at one time such as
     weather, or a sporting event, or whatever.

     So the technology of satellite will have plenty of competition from the
     phone companies, and the cable companies, and some wireless providers. But
     it is going to get its - hopefully get its fair share and drive the units
     using other people to compete and advance their technologies as well.

     But it is definitely a viable - you know, if allowed to merge and we're
     allowed to invest in this technology, it's a viable competitor to
     broadband. And it's definitely a solution, at least in my lifetime, to
     rural America, who will never get broadband, you know, from the cable
     companies and the phone companies.

Ty Carmichael: Okay. Thank you very much.

Operator: We'll take our next question from Ray Schleinkofer with Thomas Weisel

Ray Schleinkofer: Just two quick questions, first, you mentioned that at the
     close of the deal you'd be able to do local channels to 100 markets. If it
     weren't for the merger, where do you think that you would max out in terms
     of local markets that you could deliver with today's technology?

     And then secondly, kind of a follow-up on the PVR [personal video recorder]
     issue, since you're going to be doing quite a few box change-outs in the
     process of the merger, how do you see

     yourselves sort of using that truck roll that you're doing to market PVR
     and maybe do some of the change-outs then and get people to upgrade?

Eddie Hartenstein: Sure. I can only answer from DirecTV's perspective that
     technologically and economically, you know, we wouldn't do more than
     probably about the top 70 markets DirecTV standalone.

     We have neither the spectrum nor the spot-beam satellites nor the economic
     model to go any further than that while still preserving, you know, the
     host of CONUS signals that we need to deliver.

     And here again we have two spot-beam satellites, one launched, one yet to
     go, with which to do it. And I think Dish Network is in a similar position.

Charlie Ergen: Yes. I'd say we're probably below - we see it - from a spectrum
     and an economic perspective, we're probably something less than 70 markets
     in standalone.

     So, you know, again what it means is that without the merger you're going
     to end up with about 40 million, 35 million homes who just don't have a
     choice. So the merger really is about more choice.

     I know a lot of you read in the press about this merger being less choice.
     This merger is actually about more choice for services. And as long as
     consumers are protected on price, ultimately we think that that's good
     public policy and good antitrust policy. And that's why we'll prevail.

Eddie Hartenstein: The quantification of more choice, remember, is those 42
     million households that today only have cable as a choice to give you your
     national channels and your local news, sports, and whatever.

Charlie Ergen: Yes. This - said another way, this is like going from one
     provider to two providers, from one choice to two choices.

     And in rural America for broadband, you're going from no choice to at least
     one choice. Because, you know, Teledesic hasn't delivered. You know,
     Astrolink wrote off $1.6 billion. Then they shut down. Who was the one from
     France? Alca...

Eddie Hartenstein: SkyBridge.

Charlie Ergen: SkyBridge is not proceeding. We've yet to see Wild-Blue proceed.
     We've yet to see Pegasus do anything with their KA Band spectrum. We've yet
     to see NRTC do anything. We've yet to see the broadcasters do anything. You
     know, we've yet to see the cable industry doing anything in rural America.

     You know, as you guys know, money for telecommunications projects is tight.
     The marketplace is demanding a return and lower risk. And, you know, it's a
     tough environment to do these kind of projects.

Jack Shaw: I think as a corollary to what Charlie said, from the Hughes side --
     and I think Charlie might tell you the same thing from the Echo[Star] side
     -- the amount of money that we're spending on our broadband offering now
     does not square with the number of subscribers that we're getting for our

     And it's probably very doubtful that - absent the merger - that Hughes
     would be able to fund our broadband offering. We got it funded for 2002.
     But I think it's real doubtful given the economy that we would be able to
     continue funding it with the number of subscribers that are able to afford
     what we're offering.

Eddie Hartenstein: Ray, the second part of your question is, in the transition
     would we take advantage of the truck rolls and all that going out there to
     upgrade people to the PVR solution.

     As I said before, that's the next thing that I think the joint team from
     the companies will be looking at. That's certainly an option - a selectable
     option to consumers who want to, perhaps, in one or more of the - on one or
     more of the television sets in their household upgrade to that capability.

     But that's some - that's a detail we'll yet have to work out. And it's
     certainly an opportunity. You do a truck roll, you can achieve a lot of
     things. And that's something we're going to look at.

     Because we know both separately from DirecTV's experience with TiVo and
     UltimateTV and Dish Network's experience with DishPlayer, a subscriber - a
     customer that has a PVR device is a better customer, higher ARPU, lower
     churn, than one who doesn't. So we're - you can bet we're going to look at

Ray  Schleinkofer: Thanks, guys.

Operator: We'll go next to Robert Berzins with Lehman Brothers.

Robert Berzins: Good morning. You mentioned in your plans that you're going to
     have nationwide pricing.

     In the past, you've had rate increases that really have been quite a bit
     lower than those in the cable television industry. Would you be willing to
     formalize your practice of conservative rate increases in order to help
     secure regulatory approval for the deal?

Charlie Ergen: I don't think that'll be necessary, Bob, if we're allowed to
     merge. We have to be competitive with the cable companies. We have huge
     fixed costs, you know, billions of dollars in outer-space. So we have to
     get incremental customers, because we have low marginal costs for that.

     Obviously with scale - it's a known fact that we pay more for programming
     than comparable sized cable companies today. Obviously we hope to get
     improved contracts and so forth. All that leads to our ability to offer
     lower prices than we otherwise would be individually.

     And obviously some of those synergies between the businesses will be passed
     on to savings in customers. Thus we'll drive, you know, more subscribers
     our way. And, you know, ultimately the best distribution path, you know,
     will - the low-cost distribution path will, you know, reap the rewards.

     And it's not something that has to be mandated by the government. It's
     something that's going to happen today. And our pricing today is strictly
     based on where we see the cable industry and our cost of the content. And,
     you know, we have a good track record of keeping those increases down.

Robert Berzins: Thank you very much, Charlie.

Operator: We'll go next to Armand Musey with Salomon Smith Barney.

Armand Musey: Morning, guys. A couple of questions, first I wanted to follow up
     on one of Jack's earlier comments.

     You indicated that without the companies together you'd have trouble
     investing as much in Spaceway. Are you - first of all, are you essentially
     saying if the merger doesn't go through you're going to stop Spaceway where
     it is?

Jack Shaw: No, no, no. I didn't - I never mentioned Spaceway, Armand. I said the
     [consumer] broadband offering. Spaceway is well covered with the enterprise
     business that we have.

Armand Musey: Okay.

Jack Shaw: Okay?

Armand Musey: So that means that no matter what...

Jack Shaw: Spaceway is solid one way or the other.

Armand Musey: Okay. Earlier Charlie had mentioned that putting the companies
     together would enable you to - the combined company to invest in
     next-generation satellite technology for broadband. Is that thing in
     addition to Spaceway? And if so, are there - what other broadband
     technologies are envisioned in addition to Spaceway beyond Spaceway?

Jack Shaw: I think Charlie was referring to Spaceway.

Charlie Ergen: Yes. And the other piece, just to make clear, when you go to
     Ka-Band and you're trying to go to the consumer, you're not going to get
     the - for the enterprise Spaceway business, theVSAT business they have
     today, you're talking about several hundred thousand settop boxes and
     systems. When you're talking about consumer, you're talking about millions.

     And to get - the consumer is not going to pay thousands of dollars for the
     hardware or hundreds of dollars a month for the spectrum. He doesn't need
     as much capacity.

     And he wants, you know, Internet broadband as we know it, you know, which -
     through a cable modem or something like that. So we've got our work cut out
     for us to do that. To make the investment, we have to make sure that we can
     get a return to do that. And that's where a lot of the effort goes.

     And then obviously there's additional satellites you would have to launch
     to meet the demand. If you can build the demand, you'll have to launch
     additional satellites. So that's where the two come together.

Armand Musey: Okay. So essentially you're saying that to get the Spaceway
     hardware prices down to consumer prices you would need to put the companies

Charlie Ergen: And you need volume.

Armand Musey: And therefore you...

Charlie Ergen: If we can sell this to 17 million customers potentially as
     opposed to 7 million or 10 million, obviously almost off the bat we've got
     a chance of cutting our price, you know...

Armand Musey: Okay.

Charlie Ergen: ...considerably.

Armand Musey: This brings up the next point. I think one of the questions that
     has been sort of hinted in the FCC request for information back to you has
     been, why can't you do what you're talking about through some kind of a
     joint venture?

Charlie Ergen: It's a simple - first of all, we tried to do that for years.
     That's no secret. The main reason is that we have two different standards.
     Right? We have a DSS standard. And we have our MPEG DVB standard.

     To put the companies together in any other - short of a merger one of us
     would have to replace all our boxes. And we would love to put the companies
     together [do a joint venture] and have DirecTV replace all their boxes,
     because it would take them a couple years to do it and we would be the sole
     provider for those two years while they're doing it.

     On the other hand, Eddie has suggested to me that we replace all our boxes
     while he keeps - and go to the DSS standard. And while that's a gracious
     offer from Eddie, we decided not to go out of business for the two years
     while we were doing that.

     So the only way you can do it is when you merge the companies you then -
     the merged entity will share the cost of replacing either the DSS or the
     MPEG standard. We won't replace both the standards, obviously. So...

Armand Musey: Okay. So there's no way to do a JV...

Charlie Ergen: There...

Armand Musey: ...unless you both agree to replace all your boxes.

Charlie Ergen: Let me put it another way for you. I like having 96% of the votes
     and 50% of the economics of EchoStar. I'm not personally as thrilled with
     30% of the votes of the bigger company since I can get fired.

     And therefore we have - I can only tell you personally we looked at every
     single possible scenario not to merge. And there just wasn't any practical

     It's more complicated than I explained to you. The two different standards
     is the main reason that you just can't put it together. But there's other
     issues there as well. So...

Armand Musey: So there's no way to negotiate a JV where you'd both agree to swap
     out all of your boxes?

Charlie Ergen: Well now we're talking about $4 billion. It doesn't make any
     sense. I mean, why would you? So let's - we're not going to burden our
     industry and the American public with a couple of billion dollars of
     swap-out that's not necessary.

Eddie Hartenstein: Armand, we spent several months looking at that. Financially
     or operationally, there's just no way to do it. We're two companies that
     respectively have almost 11 million and 7 million customers already with
     many more settop boxes on top of that.

     And there's just no way to take advantage of rationalizing the spectrum
     given the infrastructures we've both got in any reasonable time that makes
     any sense for our respective shareholders.

Charlie Ergen: But with the merger, over a period of years we will get to a
     single standard with one or the other of the current standards today.

     And we have a transition - because of the capacity and the spectrum, we
     have a transition that allows us to go replace those boxes on a time
     schedule as opposed to overnight.

     It's the same problem cable has with digital. They couldn't go 100% digital
     because they couldn't turn their analog signal off. So they had to go with
     a hybrid system that ultimately worked, you know, strategically for them.
     We have to go with a hybrid system while we're putting it on a single

Armand Musey: Okay. A final...

Charlie Ergen: We can't turn it off overnight.

Armand Musey: A final question, you talked about a timeframe of approximately 24
     months or 2 to 2-1/2 years. Is that how long it would take to get the new
     satellite up? Or does that include also the swapping out of all of the
     boxes? Or...

Charlie Ergen: The satellite is - yes, the satellite is 24 months. To do all the
     markets - realize almost immediately we're doing over 100 markets.

     But all the markets in America is about two years after the merger is
     approved, same with broadband to everybody economically. And in terms of
     the actual single-standard system, that is something that's between two and
     three years to get to single standard.

Armand Musey: Two and three years from the time...

Charlie Ergen: Two to three years to get...

Armand Musey: ...the satellite is launched or two...

Charlie Ergen: No, two to three years from when the merger is approved to get to
     a single standard.

Armand Musey: Okay. Thank you very much.

Charlie Ergen: Was I confusing on that?

Operator: Again, that's star 1 for questions. We'll go now to Eric Hugel with
     Dresdner Kleinwort Wasserstein.

Eric Hugel: Good morning, guys. One question, this plan that you've outlined and
     filed with the FCC, is this something that you would sort of agree to as a
     merger condition to basically provide full local channel coverage and
     Internet coverage to all the 210 DMAs?

Charlie Ergen: We've already agreed to it. We filed to do it. All they've got to
     do is approve it.

Eddie Hartenstein: This makes good economic sense, you know, from both aspects
     of the business both from the broadband side and from the DBS side. It
     makes economic sense given the resources, and spectrum, and respective
     assets that we have.

     You know, however the government and regulatory agencies choose to deal
     with that, we'd certainly abide by. But there is no better compelling
     reason to do it than the business case that we've worked out with these
     combined assets.

Eric Hugel: Thanks.

Man: Okay.

Operator:  Gentlemen, we have no further questions.

Charlie Ergen: Great. Thanks, guys.

George Jamison: This concludes our conference call. Thank you very much for
     joining us. And please call the Investor Relations Department of Hughes or
     EchoStar with any further questions. Thank you. Goodbye.