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:  March 8, 2002

Set forth below is a transcript of a Charlie Chat television broadcast.

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 SECs  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. 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 available.

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.


                              CUSTOMER CHARLIE CHAT

>> You have a show?
>> They just dish it out.
>> Charlie, Jim am I on?
J. DeFranco                Oh, you're on.  Welcome to the Charlie  Chat,  what's
                           your question this evening?
C. Ergen                   Since you're on giving things away today ...
J. DeFranco                Let's have a sweepstakes.  We've got a caller.  Andy,
                           are you out there?
>> Are you a little [inaudible] Jimmy? [laughter]
J. DeFranco                No, no, no.
C. Ergen                   We'll give you a free ...
J. DeFranco                That's a little expensive.
C. Ergen                   That's okay, this is Dish Network.
C. Ergen                   We're  really  proud of the folks that help us in the
                           customer  service  centers,  they  really do make our
                           business, they are in contact with you.
>>                         Hello,  and welcome to the Charlie Chat,  our special
                           opportunity  to  tell  you  what's  new  here at Dish
                           Network.  We have a lot of  important  news to  share
                           with  you  tonight,  plus  we want to take as many of
                           your live  calls and  e-mails as  possible,  so let's
                           begin.   Here's   Charlie  Ergen  and  Jim  DeFranco.

J. DeFranco                Welcome to the Charlie  Chat.  It's great to have you
                           joining us. We've got some programming  announcements
                           this evening,  Charlie, as well we've got some really
                           nice giveaways,  some little special occasion.  We'll
                           tell you about it a little bit later,  but,  Charlie,
                           there's  been a lot of  questions  I've seen  already
                           that  have come in as well as a lot of  write-ups  on
                           the merger  with  DirecTV and I know you've been tied
                           up with that, spent a lot of time on that lately.

C. Ergen                   I untied myself to be on the show.

J. DeFranco                That's  right and so rather  than you don't know what
                           to believe  when you read the press,  if you can tell
                           us a little  bit about it, and in  addition  to that,
                           there was a big  announcement  last week that will be
                           very  helpful  to a lot of our  smaller  town,  rural
                           folks out there  that may see a  benefit  in  getting
                           some  local  channels.  Maybe  you can  talk a little
                           about that was well.

C. Ergen                   Well, first of all, I have the privilege  tomorrow to
                           testify  to the  Senate  Judiciary  Committee  on the
                           benefits  of the  merger.  I think  this is about the
                           fifteenth  time that I've  testified  to  Congress on
                           some kind of satellite-related  issues. This is going
                           to be specifically the merger, so I'll give you maybe
                           a little  insight  into the kind of things that we'll
                           be talking  about to the Senate and the  Congress  of
                           the United States.

                           The fact of the  matter is that  merger  itself  will
                           allow us,  and we've made an  announcement  this past
                           week with the merger that we will be able to do local
                           channels in all markets of the United  States,  so no
                           matter  where you live,  today you may not be able to
                           get your local  channels,  except  maybe

                           from a cable  provider  which  means  you have a very
                           limited  choice  obviously  and the cable  company is
                           basically a monopoly to those parts of America.

                           We have two spot beam  satellites,  one which we just
                           launched  which we'll have more on, another one under
                           construction.  DirecTV has two spot beam  satellites,
                           one which they have  launched  and we've  announced a
                           fifth spot beam  satellite  that we're going to build
                           and launch with the  approval of the merger that will
                           when you combine those five satellites together,  and
                           you use about a third of our  orbital  spectrum,  and
                           you use the three  different  orbital  slots  that we
                           have,  that we will be  able  to  provide  all  local
                           channels  on a  single  dish  to  the  entire  United
                           States.  So that's very, very exciting for us. I know
                           it's  probably the single most asked  question we get
                           here at Dish  Network  about  when can I get my local
                           channels,  when can I get  competition  to  cable,  I
                           don't like their rates,  I don't like their  service,
                           we want a choice,  but we don't  have one.  So that's
                           very, very exciting.

                           If you take a look at a map today, you see that a lot
                           of people just don't have  access to local  channels,
                           so the green part  there is the parts of the  country
                           that we  broadcast,  either us or DirecTV  broadcasts
                           local  channels  today,  but you  can  see  the  vast
                           majority of the geographic area of the United States,
                           some 42 million  households don't have local channels
                           via  satellite  as an  option,  so  they  have a very
                           limited choice.  Again,  with the merger, we suddenly
                           make the entire United States green. Realize with the
                           merger  initially  we'll  be able  to go 100  markets
                           almost immediately,  it'll take about 24 months to be
                           able to do all the markets.

                           The  second  big thing  with the  merger  benefit  is
                           broadband.  Probably  the second most asked  question
                           that  we get  here is  when  can we get a high  speed
                           internet  access at economical  rates.  And obviously
                           we've had some niche  products  such as StarBand  out
                           there in the marketplace, but people really wanted it
                           at the same rate that people in the cities get it, so
                           again,  if  you  take a look  at the  map,  broadband
                           today,  the vast  majority  of the  country  in white
                           there  doesn't  have  access  to high  speed  access,
                           probably  the vast  majority  in that area won't have
                           access to high speed  access in my  lifetime  without
                           the  ability  to do it  though  satellite.  With  the
                           merger, obviously we can ... a new generation of spot
                           beam satellites or broadband  that'll allow us to put
                           on a single dish  broadband  high speed access at the
                           same kind of rates that  people  pay for  cable,  our
                           phone company, DSL.

                           So  basically  the  merger  eliminates  that  digital
                           divide.  That  means  your kids are going to have the
                           same access to the internet as maybe  somebody in the
                           city, so that's very important to us at Dish Network.
                           I know it's important to you guys.

                           And then,  of  course,  advanced  services  like high
                           definition   television,   interactivity,   video  on
                           demand.   These  are  things  that  the  merger,  the
                           benefits that we bring with the merger.  So to make a
                           long  story  short,  with  the  merger  everybody  in
                           America will be able to get these advanced services -

                           broadband or local  channels - one nation,  one dish.
                           We're also willing to commit that we will do that all
                           at the same price,  so one  nation,  one rate card so
                           that  even if you live in  rural  America  where  you
                           might not have a cable  company  to chose  from,  you
                           will still get the benefit of the  competition of the
                           big cities  because  we'll  charge the same rates and
                           whether  you really  live in a town of five or a city
                           of 5  million,  you get the same  service at the same

                           So that's  really in a nutshell  the  benefits of the
                           merger. It's compelling, and we're very excited about
                           getting  this  on  track,   getting  the   regulatory
                           approval that we need to make that happen. Hopefully,
                           if you're really  interested,  if you're one of those
                           people that call and write us all the time,  then you
                           certainly  can  have  the  ability  to  contact  your
                           Congressman  or your Senator  about your  feelings on
                           the merger,  whatever those might be. And I know that
                           we probably make that relatively easy for you through
                           our internet site and hopefully  they can put that up
                           on the screen for you at some point. If you go to our
                           website here I think you can  probably  click on your
                           Senator or your  Congressman  so that you can contact
                           them and let them know  whatever  you think about the
                           merger.  But we're  working hard here because we know
                           it's the right thing to make our service better, keep
                           our rates down and to compete with cable.

J. DeFranco                So, a couple  of  things,  Charlie,  let me make sure
                           first,  so you said locals for all Americans,  I mean
                           this only 210 DMAs, so all across America they would,
                           all the customers out there would be able to get ...

C. Ergen                   No matter where you live,  so the  smallest  market I
                           think is in Glendive,  Montana,  that's the smallest,
                           only 4,000 homes in all of Glendive,  Montana, but if
                           you live in  Glendive,  Montana,  with  this  merger,
                           you're going to get your local  stations  there or if
                           you live, of course,  in the big cities,  you already
                           do because  that's where the economics  are. But when
                           you put the companies together you have the spectrum,
                           you have the  economic  efficiencies  and we have the
                           technology to be able to offer it to everybody.

J. DeFranco                Wow, that's ... I mean that's amazing.

C. Ergen                   As you know,  no matter  where we go, no matter where
                           we go ...

J. DeFranco                ... yeah, that's the number one question ...

C. Ergen                   ... that's always the number one question,  why can't
                           I get my  local  channels.  And  nobody  ...  I don't
                           understand  must carry laws and Grade B contours  and
                           waivers  that you have to get from  networks.  We can
                           eliminate all that. It's a great thing for your local
                           broadcaster  because  for the first  time your  local
                           broadcaster  will be up on satellite.  I know all the
                           small towns in America are  extremely  excited  about
                           this. We've committed to that with this merger.

J. DeFranco                Okay,  let's  take a  look,  Charlie,  I  think  they
                           actually  have a way we can show the  website.  Let's
                           show the link to our  website  and you go to EchoStar

                           DirecTV  Merger  Benefits  and then you can  click on
                           Take  Action and this is how'd you be able to write a
                           letter to your Senator or  Congressman or the FCC and
                           you can see ...

C. Ergen                   I see the Take Action up on the righthand side there.

J. DeFranco                Right, and that's what came up, Take Action. Then you
                           click on "I'd like to write a letter"  and then it'll
                           give you a sample.  It doesn't actually ... you know,
                           you write  your own words and so on,  this just makes
                           it easy  for you to  write  your  letter  in your own
                           words.  Obviously we don't want to  influence  you on
                           what you might say, so you can write in there exactly
                           what you want to say, put your information in there.

C. Ergen                   I will say a lot of rural  Senators  and  Congressmen
                           have early on in this process expressed some concerns
                           before I think they fully understood our All Channels
                           to All  Americans  plan and  they've  expressed  some
                           concern,  so they need to hear from you. They haven't
                           said they're opposed to the merger by any means,  but
                           they  certainly  have  expressed  concerns that maybe
                           it's less choice for Americans. We actually think, we
                           think  it's  actually  more  choice  for you guys out
                           there,  particularly  in rural  America.  And so they
                           want to hear from you because they ... that's the way
                           democracy  works in terms of hearing from people,  so
                           otherwise  you may have ...  you may very  well  have
                           some  people who think that this isn't good for rural
                           America  and  they  certainly  want to hear  from you
                           because  you're the  people  that  count,  you're the

J. DeFranco                I believe  it was  I think and of
                           course you can get a link from to get
                           over there. So there's the information to get to that

                           Okay, you know we've had a lot of activity,  Charlie,
                           lately  and two weeks ago (it seems  like it was just
                           yesterday) but two weeks ago we had another milestone
                           in  EchoStar  and the Dish  Network,  very  exciting.
                           Let's take a look and share  this with our  customers
                           out there.

>> [inaudible] systems propulsion.
>> Go.
>> Hydraulics.
>> Go.
>> Pneumatics.
>> Go.
>> O2.
>> Go.
>> Vehicle Electrical?
>> Go.
>> Late termination system?
>> Go.
>> [inaudible] utilization.

>> Go.
>> [inaudible] systems, propulsion.
>> Go.
>> Hydraulics.
>> Go.
>> Pneumatics.
>> Go.
>> LO2.
>> Go.
>> LH2.
>> Go.
>> Vehicle electrical.
>> Go.
>> Light control.
>> Go.
>> PCLS monitor.
>> Go.
>> Flight termination system.
>> Go.
>> Telemetry.
>> Go.
>> RF.
>> Go.
>> Complex systems, instrumentation.
>> Go.
>> Vox control.
>> Go.
>> Environmental control.
>> Go.
>> Booms.
>> Go.
>> Monitor.
>> Go.
>> Water.
>> Go.
>> Complex electric.
>> Go.
>> Dial and monitor vehicle loads.
>> Go.
>> Easy control.
>> Go.
>> Operations safety manager.
>> Go.
>> Sequencer.
>> Go.
>> Range weather and final clear to launch.
>> Go.
>> This is Atlas  Mission  Control  at T minus 10, 9, 8, 7, 6, 5, 4, 3, 2, Atlas
engine   ignition,   1,  zero  and  liftoff   for  the  maiden   flight  of  the
Lockheed-Martin  Atlas 3B Rocket with the  EchoStar VII  spacecraft  onboard for
EchoStar Communications,  Littleton,  Colorado. With this Atlas flight underway,
let's listen to Ralph Gannon providing the launch vehicle ascent data.


C. Ergen                   That  was,  as I  said,  this is the  seventh  of our
                           satellite  launches.  This is our new rocket, made by
                           Lockheed-Martin,  the first maiden  voyage of that so
                           that  was  kind of a first  for us,  to be first on a
                           rocket and more importantly that it was successful.

J. DeFranco                Well, we've been first before, but ...

C. Ergen                   I think  the  key is  what  does  this  mean  for our
                           customers. It means that we continue to invest in our
                           business.  Typically  when you  send in your  monthly
                           payment,   your  monthly   programming   payment,  we
                           actually  take that  money  and spend  more on top of
                           that, launching these satellites.  It's going to give
                           us,  it's going to replace one of our  satellites  in
                           outer  space  that  had  some  solar  panel   damage,
                           EchoStar  IV.  It's  going to have some spot beams on
                           it.  It's the  first of our spot beam  satellites  so
                           that we can do more  local  cities.  We're  going  to
                           start with  Alaska and Hawaii and some added  service
                           to Alaska and Hawaii  and those are folks  that,  you
                           know,  have been left out of many of the things  that
                           have happened in  telecommunications  and we're going
                           to be able to provide them their local cities.  Maybe
                           a couple  of other  local  cities  as well as we move
                           things  around  and then  with our  transponders,  of
                           course,  gives us additional  back-up in outer space.
                           So you can feel secure in watching  our  channels and
                           we  want  to be  able  to add a few  channels  on the
                           satellite  system  as well.  It won't be  operational
                           until some time  probably in late  April.  We're just
                           now getting the satellite into a geosynchronous slot,
                           then we've got some  deployments to do and then we've
                           got a lot of testing  to do because  this is a pretty
                           complicated satellite.

                           So that was exciting. So a back-up for Echo IV but in
                           addition to that, folks in Alaska and Hawaii will see
                           a benefit once this goes into service.

                           Actually  they'll see their local Anchorage  channels
                           or  local  Honolulu   channels  and  some  additional
                           channels  that  they  haven't  been  able to  receive
                           before,  so we made a big  investment and continue to
                           make an investment.  Our next launch is EchoStar VIII
                           and that's going to be launched  some time early this
                           summer from Kazakhstan,  and again, when EchoStar VII
                           and VIII both are operational,  that will allow us to
                           do maybe a dozen  more or maybe even a few more local
                           channels that we don't, local cities that we don't do
                           today and again,  additional,  national  coverage and

J. DeFranco                Okay, okay, another milestone. Again, just ...

C. Ergen                   Well,  you know, we signed,  I think in 1994 or 1993,
                           we signed a contract for seven ...

J. DeFranco                Oh, that's right, I forgot about that.

C. Ergen                   We didn't  have any  money,  but we signed a contract
                           for seven  satellites  and seven launches and it took
                           us almost  nine  years to do it, but we're able to do
                           it. And we've  actually  launched one  satellite  for
                           each and  every  year,  the last

                           seven years  we've  launched a  satellite.  This year
                           we're   launching  two,  or  three.   Actually  we're
                           launching three this year.

J. DeFranco                So there's  another seven in our, in our  milestones.
                           We just  recently  passed the  milestone of 7 million
                           customers.  So I want to thank  all of you  obviously
                           for supporting us.  Charlie's  going to talk a little
                           later in this  show  about a Club Dish  program  that
                           we've  talked  about  before  and  really  it is  our
                           existing  customers  out there  that by word of mouth
                           are  satisfied  and tell their  friends and neighbors
                           and relatives about it and we certainly want to thank
                           you for helping us reach that milestone.

C. Ergen                   Right.  It seems like only  yesterday we were ... the
                           first customer,  in fact, what day is today? Actually
                           it was  seven  years to the day,  I know it was March

J. DeFranco                Is that right?

C. Ergen                   Seven  years to the day that we got our first  paying
                           customer.  Today, because today's March 4th, so seven
                           years to the day.  So you know,  my kid's  birthday's
                           six years.

J. DeFranco                Six years.

C. Ergen                   Six years to the day.

J. DeFranco                I knew  there was  something  fishy  about it.  We're
                           starting out seventh year, but it was,  yeah,  that's

C. Ergen                   Six years.

J. DeFranco                Six years.

C. Ergen                   Six years ago.

J. DeFranco                Great. So we've got, let's see we've got our ...

C. Ergen                   No, seven, seventh, seventh launch.

J. DeFranco                Seventh launch.

C. Ergen                   Seventh year.

J. DeFranco                Starting  our seventh  year, 7 million  customers.  I
                           think we ought to give  something  away.  What do you

C. Ergen                   Well that was prearranged.  Alright, what do you want
                           to give away?

J. DeFranco                Well,  speaking  of  sevens  ...  We  have  a lot  of
                           customers  our there that may have not,  may not have
                           our  Everything  Pak.  How about if we stick with the

                           seven ... by the way,  before we have another  seven,
                           we have three sevens, 7, 7, 7, that's 21 right?

C. Ergen                   Right.

J. DeFranco                21 years since we started EchoStar.

C. Ergen                   That's right, it's actually our 22nd year.

J. DeFranco                We're in our 22nd year.

C. Ergen                   That's great if you were playing blackjack.

J. DeFranco                That'd be another good thing to have 21.  Anyway,  so
                           now we're  going to go to the  fourth  seven,  so our
                           first  caller  who  calls in and can tell us where we
                           launched our first  satellite  from, what country did
                           we  launch  our first  satellite  from will get seven
                           months  of  the  Dish  Network  Everything  Pak at no

C. Ergen                   You  gotta be  kidding!  That's a lot of  money.  The
                           Everything  Pak is of course  all our  America's  Top
                           150,  it's all our premium  channels,  HBO,  Cinemax,
                           Starz Encore, and Show Time. That retails for $72.99,
                           something like that or $75. What is that? $77.98. No,
                           it's $72.99. Yeah, I knew we did a savings, $72.99 it
                           retails for  because we give you a discount  when you
                           buy  everything  so if you get  seven  months of that
                           it's almost  $500.  So just the first  caller who can
                           tell us.

J. DeFranco                The first  caller  that can tell us where we launched
                           Echo I from, which country did we launch it from.

C. Ergen                   Did we put a  number  up there  for  them to call?  I
                           guess we probably ought to do that.

J. DeFranco                I hope we put a number up there  for  them.  So we'll
                           see what happens there. So that's a little  giveaway,
                           something interesting.

                           Okay  programming,  we've got some  announcements  on
                           programming. We've added CNN Espanol, CNN Espanol has
                           been added to ...  well,  let's just take a look.  So
                           this is Spanish language version of the worldwide CNN
                           news channel,  obviously latest in politics,  sports,
                           weather, business, travel,  entertainment,  news. And
                           this  has  been  added  to  our  three  Dish   Latino
                           packages, it's on Channel 633.

                           Charlie, earlier we talked ...

C. Ergen                   No extra charge.

J. DeFranco                At no extra charge. We talked a little bit, we've got
                           another programming announcement here but this really
                           does  relate to must carry a little bit and all

                           these local  channels  we're putting up, it has to do
                           with PBS. And for quite a while we had a national PBS
                           feed up there but now with adding ...

C. Ergen                   That we sold on an a la cart basis.

J. DeFranco                Correct.  And  with  us  launching  additional  local
                           cities and so on and so forth,  of course we did have
                           a lot of requests  for people who wanted  their local
                           PBS as  opposed  to the  national  PBS for timing and
                           being  in the  right  time  zone and  those  kinds of
                           things.  Maybe you could  tell us a little  bit about
                           what's  happening  there  because now we are required
                           actually to provide the local one and some people may
                           have gotten used to the national one.

C. Ergen                   Right.  Well, it happens sometimes but the must carry
                           law that went into effect on January 1st provides us,
                           does  not  let us  sell  PBS  separately.  We have to
                           package that now with all the network  channels  that
                           we show in a local market,  so obviously  those 36 or
                           37  markets  that we have local  networks  in, we now
                           have the local PBS,  it's all included with of course
                           ABC, CBS, NBC, Fox, typically UPN and Warner Brothers
                           and PBS and  some  independent  stations  all for the

                           When we put the local PBS in, we are then not allowed
                           by PBS to show their  national feed, so your national
                           feed is  replaced  by your local  feed.  Now in those
                           cities where we do not have local-to-local,  in other
                           words the vast majority of the geographic area of the
                           country  but a little bit less than the  majority  of
                           the  population,  there  we can  still  provide  your
                           national  PBS to you if  you're  not in an area  that
                           gets our local-to-local.

                           So  hopefully  that's  clear.  But I guess the simple
                           answer is when you get the PBS that  we're  providing
                           to you from the Dish  Network is the one that we, the
                           only one that we're  allowed under the law to provide
                           to you.

J. DeFranco                So if you're  receiving  your  local,  you'll get the
                           local PBS and if you are not  receiving  your locals,
                           you get the national PBS.

C. Ergen                   That's right. Well, if we don't have the locals being
                           broadcast.   You  could  be  living  in  Denver,  for
                           example,  and you wanted just PBS, then you would get
                           the Denver PBS, you would not get the  national  even
                           though you weren't in the locals.

J. DeFranco                If you're in a DMA  where we have  locals  available,
                           you'll get the local PBS.

C. Ergen                   Well,  if you put the map  back  up,  you can see the
                           green areas. Those are going to be your local PBS. So
                           the big cities, the top 37 markets that we have local
                           like Denver and New York and Los Angeles ...

J. DeFranco                They get the local PBS.

C. Ergen                   They get your  local  PBS.  If  you're  in  Glendive,
                           Montana,  then you get  national PBS because we don't
                           do your locals yet. Okay.

J. DeFranco                All right and there it is.

C. Ergen                   So white areas, you're going to get the national PBS,
                           green areas, you're going to get your local PBS.

J. DeFranco                Okay, one more programming announcement.  We've got a
                           new  channel  of  international,   actually  multiple
                           channels  of  international  programming  but  a  new
                           language.  This is  Chinese,  we're  adding  Chinese.
                           Let's take a quick look.

Dish Network now offers three top Chinese  television  channels available in our
new Chinese Plus Pak, Phoenix North American  Chinese Channel,  ATV Home Channel
and CCTV 4, ensure the best Mandarin and Cantonese  entertainment 24 hours a day
in the comfort of your home including daily news, dramas,  movies and much more.
Order the  Chinese  Plus Pak for only  $24.99 per month or enjoy  Phoenix  North
American Chinese Channel for only $14.99 per month. Call 1-877-446-2742 today.


J. DeFranco                Okay and I wasn't sure if they  mentioned it, but two
                           Mandarin and one Cantonese.

C. Ergen                   Again,   requires  a  second  dish  because   they're
                           broadcast on our wing satellites,  but obviously many
                           requested. Chinese has been one of our most requested
                           international  channels and we did three at one time,
                           which is pretty good. Okay?

J. DeFranco                Okay, Charlie, we've got a lot of questions here that
                           have come in,  some on the  merger.  This  one,  this
                           first one is from Dave and Dave  says,  he's  talking
                           about  local  channels as it relates to the merger of
                           EchoStar and DirecTV.  He says,  "There are many DMAs
                           that don't offer the  networks." I think you may have
                           answered this, but he says, "Will we still be able to
                           get distant nets to fill in the gap?"

C. Ergen                   An answer is yes, and what Dave is talking about, you
                           may live in ... I know for example,  Charlottesville,
                           Virginia,  has I think  only one  network  affiliate,
                           maybe it's the NBC affiliate. That's the only station
                           they have.  Well in our All Local All American  Plan,
                           in  Charlottesville  in a few  years you will get the
                           local NBC station from  Charlottesville and then your
                           other network  signals will be a distant  signal.  It
                           may be the area next to you in  Virginia  or it could
                           be a  distant  signal  from  New York or  Atlanta  or
                           Chicago,  the ones we offer today.  So that's the way
                           that'll  work.  Some rural areas have two or three of
                           the  networks  and  they're  missing  a couple of the
                           networks and you'll  receive your local ones and then
                           you'll  receive  a  distant  one if  your  particular
                           community doesn't have a local network.

J. DeFranco                Okay,  also he  says,  "Can you  comment  on what the
                           standard  for  receivers  will  be?" In  other  words
                           EchoStar or DirecTV.

C. Ergen                   We haven't ... again,  that's a good question because
                           just for our viewers,  we use two different standards
                           as satellite providers. It's very similar to the beta
                           VHS situation that used to happen in VCRs. That's one
                           reason we have to do the merger  because  without the
                           merger,  neither one of us could afford to change out
                           all our boxes while the other one  continued  to stay
                           in  business.  So we  really  had to put  the  merger
                           together  where we have time  then to change  out one
                           set of equipment.

                           We will do that.  First  of all,  we  haven't  made a
                           decision on which set of  equipment  we would  change
                           out. We have a transition  team that's really putting
                           that  together.  We use an MPEG2 kind of DVD standard
                           which is kind of world  standard;  DirecTV's is a DSS
                           standard, which is kind of the standard that they set
                           when they first started in the United  States.  So we
                           haven't  made a decision  there.  But  regardless  of
                           which system that we change out, it will be done free
                           of charge to you as consumers  for the services  that
                           you're  receiving today. So I guess it's kind of good
                           news if you get switched  out, it's kind of good news
                           if you don't get  switched out because it's not going
                           to cost you  anything  extra to receive the  services
                           you're getting today. And additionally,  if you don't
                           get local  channels  from us today and you want local
                           channels  with the new  service,  with the new cities
                           that we're doing,  those will switch you out,  switch
                           out your equipment free of charge as well for it.

J. DeFranco                Okay, this next one is from William and William says,
                           "I  live  in a  rural  part  of  Florida  in an  NRTC
                           territory.  I understand that the merger will take us
                           from  two to one  satellite  provider.  How  will the
                           merger benefit me?"

C. Ergen                   Well, first of all the NRTC territory,  they actually
                           have a  contract  with  DirecTV  that  gives them the
                           right to sell  DirecTV  in their  territory  which is
                           about 9  million  homes,  so in the very  most  rural
                           areas of the  country,  their NRTC will  continue  to
                           exist and we will  continue to honor their  contract.
                           So in your case, your  particular  case, you probably
                           will still have two choices of satellite providers.

                           Now there may be an instance  ... it brings up a good
                           point, and I think this is the one area of the merger
                           that  the  regulators  should  take  a  look  at  for
                           protection   of   consumers,   but  there  may  be  a
                           situation,  for  example,  if he  wasn't  in an  NRTC
                           territory and perhaps the new EchoStar/DirecTV system
                           was the only provider of television  and there's some
                           3 million homes like this in America,  then maybe you
                           would think I have less  choice.  And I think  really
                           the key there is that our one rate national plan, one
                           rate  card  plan,  will  allow  you to get all  those
                           services  at the  same  price  where  there's  robust

                           But  additionally and maybe I can visually show you a
                           little  bit  here.  I think  the key is that what you
                           have today is these two satellite  companies that all
                           have these 500 channels of video and they're  exactly
                           the same, basically the

                           same video, so you can pretty much  interchange  them
                           and that's nice that you have a choice of  providers.
                           But of  course  it's a pretty  inefficient  way to do
                           business.  When we put those two  companies  together
                           and  make it one  company,  we free up (I need a shot
                           pan  back) we free up all this  spectrum,  we free up
                           all  this  extra  spectrum  and what we do is we turn
                           this   kind   of   one-dimensional   thing   into   a
                           three-dimensional  satellite service that can compete
                           with cable because cable's already  three-dimensional
                           and that  three-dimensional  service of course can do
                           those 500  channels of video  still,  but it can do a
                           lot more things than that, it can do all your locals,
                           so just like cable can.

                           So now all of a sudden it's got another  dimension to
                           the business.  It can do high definition  television,
                           video on demand,  all these  advanced  services  that
                           you'll never get without  this merger.  And of course
                           we're  going  to  be  able  to  high  speed  internet
                           broadband  access.  And we do this all  nationwide at
                           one price,  I know kind of all off a single dish,  it
                           looks like this,  something like this. Again,  that's
                           the  benefit  of the  merger  is that you  have  more
                           choices of services.  As long as you're  protected on
                           the price,  we think overall  you're going to be much
                           better off as a consumer.

                           And I think that's really the kind of million  dollar
                           question.  And again, I mentioned  this earlier,  but
                           maybe I had this upside  down, I don't know if that's
                           right,  but it means whether you're in a town of five
                           or a city of five million, you're going to be able to
                           get the same  services at the same price.  And that's
                           really the key.  Otherwise  you might be in a town of
                           five and you might  have two  choices  of people  who
                           just give you video channels and don't give you other
                           services.  And as long  as  you're  protected  on the
                           price,  which we're willing to do in this merger with
                           One  Nation,  One  Rate  Card,  then I think  overall
                           you're much, much better off.

                           And that's kind of the million  dollar  question  for
                           the rate  regulators  to  answer.  Are you better off
                           with the one-dimensional satellite providers, are you
                           better  off  with  a  more  robust  three-dimensional
                           system that competes with the three-dimensional cable
                           systems out there.

J. DeFranco                Okay.  Charlie,  this brings out another note, it has
                           to do with the merger though.  This is from Mitch and
                           Mitch  says,  "What are your plans for  carrying  the
                           digital feeds from the local  broadcast  stations now
                           that  you've   committed  to  carrying  all  stations
                           nationwide?" So I think what he's saying is with must
                           carry does that also mean that we'll be carrying  the
                           HD feeds?  "Also, I understand  you've indicated that
                           the 12  channels  of  HDTV  programming  will be made
                           available    shortly    after   the    `merger    and
                           consolidation.' What commitment if any and timeframes
                           relative  to this are we  making as a part of our FCC

C. Ergen                   First, we've already made our FCC filings on all this
                           and I think it's on our  website,  on our dish merger
                           website  that we showed  you  there,  you can see all
                           those  filings  and read that  information,  if you'd
                           like to. The digital channels that  broadcasters have
                           of course  have been slow to develop but

                           there  are  no  must  carry  laws  that  require  the
                           carriage of all their  digital  signals.  Having said
                           that,  obviously we're going to carry at least one of
                           their  signals  and  we're  going  to put that in the
                           digital format,  so we will carry at least one signal
                           from  every  broadcaster  and put  that in a  digital
                           format. Broadcasters like CBS, the owned and operated
                           CBS, we do an HDTV today and if we can get commitment
                           from the national broadcasters, of course we're going
                           to be  able to do  that  from  the  fully  owned  and
                           operated stations.  It's probably not likely that the
                           next  generation  of satellites  that we're  building
                           will  have the  capacity  to do all HDTV  signals  in
                           every local market.

                           But again  there  isn't  much  HDTV out there  today,
                           particularly  in the rural  markets and you may never
                           see those in rural  markets,  so we think we're going
                           to have  probably the most robust  product out there.
                           Additionally  the 12  channels of HDTV we're going to
                           be able to do  basically  as  soon as the  merger  is
                           approved  and  again  that's  going  to be made up of
                           things.  It'll be CBS  because  we have an  agreement
                           with them we don't have with the other networks,  but
                           it also will  include  movies,  it  includes  sports,
                           there's  a 24 hour  sports  channel  that's  in HDTV,
                           it'll include Showtime,  HBO, hopefully Starz Encore,
                           we'll have something on HBO,  hopefully PBS will have
                           some HDTV,  Discovery's  talked  about HDTV,  so it's
                           those  kinds of  channels  that will bring it to you.
                           Again, I don't think in my lifetime,  for most of you
                           out there,  you're  going to see 12  channels of HDTV
                           available to you, whether you live in a cable area or
                           not because the economics of doing that are just very
                           tough  across all  America.  By  satellite  we can do

J. DeFranco                Let's take just a couple  more  e-mails and we've got
                           some  callers  on  hold.  This  is from  Ed.  This is
                           interesting,   Charlie.   He   says,   "I'm   a   new
                           subscriber,"  what the heck's the deal here? He says,
                           "I'm a new subscriber  and love the service.  I don't
                           know why I didn't dump cable a couple  years ago." Oh
                           I thought he was at a  neighbor's  house or something
                           watching. "I live in Jacksonville,  Florida, and read
                           about your most recent launch.  Will this allow me to
                           get my locals in my  area." I think  you  touched  on

C. Ergen                   And the  answer  is yes and  you  can  expect  within
                           months of the  merger  being  approved  that you will
                           have  Jacksonville.  You're  in one of  the  top  100
                           markets,  so we're  committed  to doing  that and you
                           would have ... If the merger were approved  tomorrow,
                           probably a couple of months  from now you'd have your
                           local  channels  via  satellite so make sure that you
                           let your  representatives  know from Florida that you
                           support the merger and we can do that for you.

J. DeFranco                Charlie,  we've got a winner  of our  first  contest.
                           Anthony Salessi, I believe it is, Salessi, I think it
                           is, out of  Brooklyn  knew that our Echo-I  satellite
                           was  launched  from  China.  So seven  months  of the
                           Everything  Pak.  Not  a  bad  15  minutes  work  for
                           Anthony. I think he did pretty good.

                           Okay,  we'll  take this last one and then  we'll take
                           some  phone  calls.  So did  EchoStar  VII going into
                           service add better  reception  for Puerto Rico and do

                           you  plan  to  include  Puerto  Rico  in  your  local
                           channels as far as our coverage?

C. Ergen                   I don't  know the  answer to that  question.  It does
                           replace  EchoStar  IV, it does have  more  power.  We
                           didn't plan it to go to Puerto Rico  because  it's so
                           far away from the normal footprint. We do have a spot
                           beam on Puerto Rico, that's EchoStar VIII. So we have
                           a spot  beam  on  Puerto  Rico  which  is  coming  on
                           EchoStar  VIII  probably for the local network and so
                           forth,  but it's not ...  we're not  geared  toward a
                           national service at this point in time,  Puerto Rico.
                           I  believe  with  the  merger  then  we get a  robust
                           service to Puerto Rico, but not without the merger.

J. DeFranco                Okay, we've got Kevin out there. Kevin.

Kevin                      Yes, good evening.

J. DeFranco                Welcome to the Charlie  Chat.  What can we answer for
                           you this evening?

Kevin                      Thank you. Getting a little concerned.  I'm up in the
                           north  Jersey/New York area and the Yes Network which
                           will be  broadcasting  Yankee  games and well as Mets
                           and  Devils'  games  in the  years  to come  has been
                           picked  up by a lot  of  cable  outlets  as  well  as
                           DirecTV and I've yet to hear  anything  from customer
                           service or Dish Network  themselves  on the status of
                           that network.

J. DeFranco                Okay, good question.

C. Ergen                   Good question. We get that question occasionally now.
                           The Yes  Network is going to have I think 100 plus of
                           the Yankees' games this year. We are in  negotiations
                           with  them.  We have not  reached an  agreement  with
                           them. It's very public in the trade publications that
                           they're asking something north of $2 a subscriber per
                           month whether you happen to watch the Yankees or not.
                           With our  costs  and  margins,  that's  a pretty  ...
                           that's an extreme  cost if it'd be passed on. I'm not
                           particularly  optimistic  today that  we're  going to
                           reach  agreement  with  them but if we can get a fair
                           price from them that is fair to all of our customers,
                           then  we're very  anxious to do that,  but we haven't
                           been able to do that yet.

                           So  again,  it's ...  we  realize  it's an  important
                           channel  to our  customers  in  New  York  and  we're
                           certainly actively trying to negotiate that, but it's
                           got to be fair. And so far we haven't been able to do
                           that. I think it's a couple of weeks until the season
                           starts,  so we'll work hard on it up until that time.
                           If we're able to get the  network,  obviously  you'll
                           see it, an announcement,  you'll see the channel.  If
                           we're not able to get the network, then we'll make an
                           announcement that we haven't got the network. So hold
                           on for a couple of weeks and we'll see what  happens.
                           And I guess  Channel 100.  What  channel  would we be
                           putting the  information  on? Channel 101? What is it
                           we have our Dish Network News?

Female                     We do FYI.

C. Ergen                   What  channel  is  that  on?  If  I  wanted  to  find
                           information  on  Dish  Network  as a  customer,  what
                           channel am I going to go to? I used to ... I'm asking
                           the  audience  here.  I used to watch  and I'd see an
                           update  on local  news and so forth  and you don't do
                           that anymore?

Female                     We do 30 seconds FYI.

C. Ergen                   Oh, okay, so we do it in commercial breaks.

Female                     Correct.

M. Schwimmer               And the website would be a good place.

C. Ergen                   The  website'll  have it, we'll have it on commercial

J. DeFranco                Website's  a good place if you want to stay ... do it
                           on your schedule.

C. Ergen                   We'll have commercial  breaks where we talk about it.
                           Okay, or you could call us. We won't have,  obviously
                           until the first  game is  played,  we're not going to
                           have it  unless  we  have it  sooner  than  that,  we
                           wouldn't  have  an  announcement.  So  you  can  call
                           obviously when the season starts.

J. DeFranco                Okay,  this  is a  question  regarding  international
                           service from Mr.  Walzack.  This is  interesting.  He
                           says,  "Are  there any  chances  of having TV Palonia
                           available at the 148 degree  location.  I live in the
                           Seattle   area  and  61.5   signals  are  not  easily

C. Ergen                   Okay, I don't know.

J. DeFranco                I guess we have TV Palonia only in the East?

M. Schwimmer               That's correct. TV Palonia right now is on 61.5 only.
                           We are in the process of finalizing  discussions with
                           TV Palonia which would include launch of that service
                           at the 148 west  longitude  spot.  Those  discussions
                           aren't  completed,  but we're hopeful that in fact we
                           will have the service available there soon.

J. DeFranco                Thanks, Michael.

C. Ergen                   Do you have another  Polish  channel?  Is that PolSat
                           [sp], is that on 148?

M. Schwimmer               PolSat is at 61.5 only right now.

C. Ergen                   61.5 only.

M. Schwimmer               Actually  I don't  ...  I will  check on that and get

C. Ergen                   This is Michael Schwimmer,  our Senior Vice President
                           of Programming.  We stumped him. Stan stumped us, you
                           know,  but we get the peanut gallery on here and they
                           get  stumped  on the first  question.  We'll  find an
                           answer to that.

J. DeFranco                Alright,  next  question  has to do  with  HD  again.
                           Earlier you talked  about our ability with the launch
                           of the additional satellites and the merger, Charlie,
                           to put up HD and maybe you  mentioned  this,  but I'm
                           not sure. What about the content?  In other words, is
                           there other  content  available and is it possible we
                           would put up some HD sooner? Before the merger?

C. Ergen                   It's  probably  not.  It's  not  so  much  a  content
                           question as a bandwidth question, obviously. With all
                           the  must  carry  channels  we had to put  up,  we're
                           pretty  much out of  bandwidth  for  high  definition
                           because  the high  definition  channel  takes up what
                           normally   would  be  maybe  six,  six  normal  video
                           channels,  five or six normal channels. So don't look
                           for any  more  high  definition  programming  from us
                           prior to the merger.

J. DeFranco                Okay, let's take one more call and then we'll move on
                           with our show and we'll have a few more Q&A questions
                           a little later in the show. Larry, are you there?

Larry                      Yes, I am.

J. DeFranco                Larry,  welcome  to the  Charlie  Chat.  What  can we
                           answer for you this evening?

Larry                      Well,  the thing that I'm concerned  with is when you
                           have the merger, and I'm sure hoping this is going to
                           go through,  I would like to know if there's going to
                           be commonality in programming between the two current
                           systems.  For instance,  will Dish  customers pick up
                           programming  that  DirecTV  has that  Dish  currently
                           doesn't   have  and  vice   versa  for  the   DirecTV
                           customers,  will they pick up additional  programming
                           that they currently don't have that Dish Network does

J. DeFranco                That's a good question.

C. Ergen                   I think I understand  the question.  The answer,  the
                           short answer is yes, there will be  commonality  once
                           we have a transition period where we put everybody on
                           the same platform and so forth.  Probably the biggest
                           question  we  get  on  that  is  will  Dish   Network
                           customers  be able to get some of the sports like NFL
                           Season Ticket and the answer to that is to the extent
                           that  DirecTV or Dish have that  service  and realize
                           that contract is up later this year,  then we'll both
                           have it across the board or some of the other  sports
                           things.  So  that's  the main  thing  you might see a
                           difference   with  almost   immediately,   the  other
                           channels  that may not be common.  There's only a few
                           of them we'd transition in over time. So looking at a
                           year or two.

                           One of the  positives of the merger if there  happens
                           to be a channel on DirecTV which is typically sports,
                           like NFL Season Ticket, that you don't get that you'd
                           like to have,  we're  going to be able to do that for

J. DeFranco                Okay, thanks for the question.  Charlie, this weekend
                           we preview on Starz so those of you that have  joined
                           us this evening,  you've got a heads up on this,  you
                           can see some great programming. Let's take a look.

"Bridget Jones wanton sex goddess. Mum!"
Starz,  number one in new hit movies  brings  you the Starz  free  preview  this
weekend,  March 8th, 9th and 10th. See new hit movies like Bridget Jones' Diary,
Crouching Tiger,  Hidden Dragon,  and Unbreakable and Starz Pictures presents an
original  motion  picture  event,  Joe and Max. Tune into the Starz free preview
this  weekend  March 8th,  9th and 10th.  Watch the Starz Super Pak free preview
Channels 350 through 356 and 340 on Dish Network.

J. DeFranco                Okay so  exciting,  free  preview.  We also have some
                           original  programming.  Let's  take  a look  at  this
                           coming up.

To them it was a sport, to the countries it was war. The Louis/Schmelling fights
were not about boxing,  they the greatest  sociological events in the history of
sports,  but they  transcended  the ring.  Roosevelt,  Louis got them convinced,
you're a Nazi ...


J. DeFranco                Hey, that looks interesting.

C. Ergen                   Yeah. We have a give-away.

J. DeFranco                Starz's been nice enough to send us over a give-away.
                           Now we want to be clear about this.  They're  pair of
                           boxing gloves.  Take a look. Starz Super Pak and they
                           signed by the  actors,  the actors in Joe and Max, so
                           that's Leonard Roberts and Til Schwieger, I believe.

C. Ergen                   Well that  would  have  been  quite the trick if they
                           could have got Joe Louis to sign them.

J. DeFranco                Wow, with Starz on there.

C. Ergen                   That would  have been ...  since  Starz only  existed
                           since ...

J. DeFranco                Well, we have to be clear.

C. Ergen                   How do you call in and win this one?

J. DeFranco                Okay,  it also  features in the show, in Joe and Max,
                           Richard  Roundtree.   Richard  Roundtree,  I  know  a
                           familiar  name if you've been watching TV for quite a
                           while,  so who is the 1970s title  character  Richard
                           Roundtree is most known as?

C. Ergen                   Well I know that one.

J. DeFranco                Well you're not in the  contest.  So first caller who
                           can answer that will get those boxing gloves.  Pretty
                           neat. So there's that.

                           Okay,  let's continue on. You've got the number.  Did
                           we put the number on the screen?

C. Ergen                   I saw it on there this time.

J. DeFranco                Okay, put the number on the screen,

C. Ergen                   I saw it on there. I was paying attention, I saw it.

J. DeFranco                Okay so  it's  Oscar  time.  You  know  we have  some
                           friends at Turner  Classic  Movies,  they always have
                           some great programs.

C. Ergen                   They did the Oscars,  like 31 days of Oscars.  That's
                           good.  You  could  almost  tune  in any day and get a
                           great movie on Turner Classic Movies.

J. DeFranco                Every movie for the month will be an Oscar  nominated
                           movie. Pretty neat deal. So let's take a quick look.

Watch Rocky and more than 300 other commercial-free  classics. 31 days of Oscars
all March long, only on Turner Classic Movies.

C. Ergen                   I don't know how to follow that. [laughter]

J. DeFranco                Okay,  so 31  days,  it's  a  wonderful  thing  and a
                           special  gift  here,  70  Years of the  Oscars  got a
                           little  give-away here, very nice and what do we have
                           to do to get this one,  Charlie?  From Turner Classic
                           Movies the  question is who is the veteran  actor who
                           played Rocky's trainer in the 1976 film.

C. Ergen                   Okay, I know that too, right.

J. DeFranco                Okay and not Mic, I mean his real name, right?

C. Ergen                   You saw him right there in the clip.

J. DeFranco                Yeah,  right.  So here we go.  Let's  take a few more
                           questions. These, actually I just got a handful, just
                           came in. This came in at 7:28 through e-mail and

                           this is from Johnny  Woodward and he says,  "How will
                           the  merger  affect  the  pricing  of  the  different
                           programming packages?"

C. Ergen                   Well again,  I think  that's one of the great  things
                           about the merger. It's probably one of the things I'm
                           most  excited   about  is  that  today  as  satellite
                           providers we typically  pay a little bit higher price
                           than  the big  cable  companies  today  and  with the
                           merger,  if we have 7 million  subscribers  today and
                           DirecTV has 10 million  subscribers,  then by putting
                           those 17 million subscribers together, there's volume
                           discounts in some of the  contracts and it means that
                           some of our prices  actually  go down a little bit or
                           they  don't go up as much  from a  programming  price
                           perspective. So when that happens, then we're able to
                           pass  some of  those  savings  on to you  guys and it
                           means that ultimately your pricing will be lower than
                           it otherwise  would have been  because  today the big
                           volume discounts go to the big cable companies and of
                           course those guys are merging and  consolidating  and
                           getting bigger as well.

                           So  typically  that  means  that we'll be able to see
                           smaller,  we will see  smaller  increases  in pricing
                           than maybe we otherwise would have without the merger
                           and then that affects you guys because  we're able to
                           keep our costs  down which then get passed on to you.
                           So hopefully  ... I don't want to be on TV every year
                           having to raise  people's  prices  and I think one of
                           the things the merger  allows us to do is we probably
                           still will have price increases in the future because
                           the  programming  contracts  continue  to go  up  and
                           obviously the cost of sports  continues to go up, but
                           those  price  increases  would be much less than they
                           otherwise  would  be and I  think  you  could  expect
                           they'd be more in line with inflation rather than the
                           two to three times inflation the cable guys have been
                           passing on. If we can compete with cable,  then we'll
                           hold their price  increases  down for the rest of the
                           country,  the vast  majority  of people of course who
                           subscribe  to cable  and then if we can do  broadband
                           and other  services like  interactivity,  then we can
                           get other revenue sources that of course can keep the
                           prices down.

                           It's one of the great things about the merger, and we
                           just got to get it done and take advantage of that.

J. DeFranco                Okay.  Charlie, we have a winner. We have a winner of
                           the boxing  gloves and that is Ryan  Newberg,  excuse
                           me,  Ryan  out of  Newberg,  Indiana.  So Ryan out of
                           Newberg, Indiana, knew that Richard Roundtree ...

C. Ergen                   Was Shaft.

J. DeFranco                Shaft. That's right. You really did know.

C. Ergen                   Yeah. I can do the other one too.  Well don't we have
                           answer on here? Yeah, there it is.

J. DeFranco                I can't believe that anyway.

C. Ergen                   That's true.

J. DeFranco                Okay, next question ...

C. Ergen                   Well they had a movie,  they had a Shaft movie like a
                           year ago, right? Was Richard  Roundtree in it? He was
                           in it. No, he wasn't in it, the other guy was in it.

Male                       Samuel Jackson.

C. Ergen                   Samuel, Samuel L. Jackson.

J. DeFranco                Okay, this is from Joe Miller.  He says,  "Will there
                           be any  antenna  upgrades  needed to receive  the new
                           locals  when the  merger is  complete,  besides  Dish
                           500?"  So if you  have  a Dish  500,  will  you  need
                           anything else?

C. Ergen                   And the answer is in some  cases  there will be a new
                           antenna. If ... of course if you have Dish 500 today,
                           so you've  probably  got about an 80% chance that you
                           will  not  need a new  antenna,  but in  some  of the
                           markets where we might  broadcast  those markets from
                           the 101  location,  which is only a DirecTV  location
                           today  and some of the  locals  would  come from that
                           location, you might need a new antenna which again in
                           that particular  case, you'd get that antenna free of
                           charge if you're subscribing at local.

                           And again, it'll be ... the antenna actually looks at
                           three  satellites  at one time.  And just part of the
                           improvement  that we got out there.  For a lot of you
                           who have a Dish 500 today,  you  probably  won't need
                           any kind of upgrade to your antenna.

J. DeFranco                Okay.  Another good  question  regarding  the merger,
                           Charlie.  This comes in from Gary.  He says,  "You've
                           indicated  that DirecTV  offers  programming to South
                           America  and  Central  America.  With the  merger  of
                           DirecTV  will  the  Caribbean  be  able  to get  Dish
                           Network programming?

C. Ergen                   The  answer  is  in   general,   no.  The   Caribbean
                           programming  and  South  American  programming  is  a
                           different set of contracts being broadcast  through a
                           subsidiary  called DirecTV Latin  America.  Those are
                           broadcast from a different set of  satellites.  We do
                           not  have ...  as Dish  Network  or even as  DirecTV,
                           neither one of us had the rights to programming  such
                           as HBO,  the  current HBO that we show here for those
                           countries.  So  we  have  to  get  rights  for  those
                           countries.  Those  rights  today are held by  DirecTV
                           Latin America or another  company called Sky, I think
                           it's called Sky, who broadcasts to South America. And
                           we will again, of course  hopefully get more and more
                           programming  contracts  for  South  America,  for the
                           Caribbean,  but we go by the copyright  laws that are
                           for each country.

                           Now Puerto Rico can receive,  U.S. Virgin Islands can
                           receive  U.S.  programming.  But for the  most  part,
                           South  America and other  Caribbean  islands  have to
                           receive  the rights  that are held by  DirecTV  Latin

J. DeFranco                Okay. We've got another caller. Pat, are you there?

Pat                        Yes, I am.

J. DeFranco                Welcome to the Charlie  Chat.  What can we answer for

Pat                        Well  with the  spot  beam  when  we're  out ...  I'm
                           actually from Washington and I'm in Arizona right now
                           and I like to watch my  Seattle  stations.  Will that
                           spot beam cause that to not happen?

C. Ergen                   Well,  there are two things that are going to happen.
                           One is by law, if you're in Arizona,  you're going to
                           have to watch the Arizona  stations unless you are in
                           technically a white area which means you're outside a
                           local  reception  area  which  means  with an outdoor
                           antenna,  you  can't  get  reception  which is like a
                           crazy,  grade B kind of law that we have  today.  But
                           basically  in Arizona,  you will  receive the Arizona
                           stations which could either be Phoenix or Tucson with
                           the merger.

                           The  second  thing  that  happens  with the spot beam
                           satellite,  if you  looked  back  and  looked  at the
                           satellites,  the  beam  for  Washington  is  only  on
                           Washington,  so  the  beam  actually  doesn't  send a
                           signal  to  Arizona  and so  even  if you  wanted  to
                           receive it, you couldn't  technically  receive it. So
                           it's  one  of  those  ...  I  guess  that's  to  some
                           customers a potential negative, but it is the law. We
                           just follow the law and it is the technical way we do

                           There are, I think,  half a dozen  channels that will
                           continue to  broadcast  on a national  basis.  If you
                           have an RV I think  you  have  an  exemption  and can
                           receive  those six on a national  basis.  Those today
                           are New York, Atlanta,  Chicago,  Dallas,  Denver and
                           Los Angeles.

J. DeFranco                Six cities.

C. Ergen                   Six cities.  And those will  continue to be broadcast
                           on a national basis. And if you're in a white area or
                           you have an RV and get an RV exemption under the law,
                           then you can watch those channels from where you are.

J. DeFranco                Okay.  Thanks of the  call,  Pat.  Alright,  Charlie,
                           we've kind of alluded to  earlier,  we have Club Dish
                           we want to remind our  customers  out there about the
                           great  program we have and I think  there's  some new
                           information now. Let's take a look.

It's a club, but more than just any club, it's Club Dish.  What's in it for you?
Each time a friend joins Dish Network,  you'll save $60 off programming for you.
Have lots of friends? You don't have a bill. Okay, okay, here's how you get into
Club  Dish.  Call Dish  Network,  ask for a Club Dish  enrollment  packet.  Your
friends start signing up for Dish Network, you start saving, but that's just the
start. Get more free stuff, even a priority customer service phone number. Call,
give, get. Any questions, call and get into Club Dish. It's working!

J. DeFranco                Okay so Club  Dish.  What  is the  person  who is our
                           current  customer who refers  somebody,  what do they
                           get out of this?

C. Ergen                   Well,  they get ... oh,  we're  going to see that?  I
                           thought it was going to be another video. They get $5
                           a month for 12 months for a year, that's $60 for each
                           referral  plus an automatic  membership  in Club Dish
                           and Club Dish, how many? How many do you get? I think
                           you get 5  Pay-per-View  coupons,  let's  see,  yeah,
                           there it is in the bottom,  5  Pay-per-View  coupons,
                           you get a priority toll free customer service number,
                           free dish ...

J. DeFranco                Free dish move.

C. Ergen                   We're  getting  a move,  we do that for you for free.
                           You're getting a subscription to Dish Flicks which is
                           great. Programming guide for all the premium services
                           that we have.  It's funny,  you know, it's a value of
                           $177 so you get  people  who say gee,  I wish ...  we
                           unfortunately  had that dollar  price  increase  this
                           year.  People say gee I wish you didn't  have a price
                           increase.  Well the great  thing is you can have a $5
                           price  reduction  by referring  someone.  Here's Dish
                           Flicks  that is the  program  guide  that has all the
                           movies that you get free. I think it's about, what is
                           it,  $2 or $3 a  month,  $3 to $4 a month  typically.
                           It's in the  programming  guide.  And it helps us, of
                           course,  keep our cost  down if we get  referrals  in
                           terms of  business  and helps you,  so  hopefully  if
                           you're not in Club Dish and you're watching the show,
                           take advantage, learn about Club Dish and everybody's
                           got a ...  usually a  relative,  a mother,  a father,
                           son,  daughter,  or  whatever  who should be watching
                           satellite  television and Club Dish is a way for both
                           of you to benefit from that.

J. DeFranco                Okay,  Charlie,  we're going to hopefully  get just a
                           few more  questions  in,  but you know,  we can never
                           answer all the  questions we get on the Charlie Chat,
                           so  we've  got a few  places  for  you to go to  find
                           answers to your  questions.  Obviously  you can go to
                           our  website.  Dish Takes is inserted in your monthly
                           bill.  It  shows  some of the new  information.  Dish
                           Entertainment  Magazine  which  obviously  is a great
                           program  guide in addition to keeping you  up-to-date
                           on things. Channel 101 is some information that helps
                           you in your remote  control and then Dish FYI is what
                           we talked about earlier actually,  which is something
                           that  you'd  see,  it's kind of a  commercial,  so in
                           between  where you might  normally see a  commercial,
                           you'll see Dish FYI and in fact we have one right now
                           on solar conjunction. Let's take a quick look.

Over the next few days Mother  Nature may play tricks with your TV picture.  The
fancy name for this is solar conjunction. What happens is the sun lines up right
behind our  satellite  and for a couple of minutes

you may lose your  signal  or  notice a little  bit of  picture  break up.  This
happens  with all  satellites  during the spring and fall,  so don't  worry,  it
doesn't  happen  often and when it does,  it will only last a moment or so. Just
blame it on Mother Nature.

J. DeFranco                Okay,  so that's an example of FYI so there  might be
                           ...  there'll  be other  things  that  you'll  see as
                           you're  watching TV that kind of keeps you up-to-date
                           on  some  things  that  are  happening  at  the  Dish
                           Network. Charlie, we have a winner. David from Travis
                           Air Force Base knew that Mic was ...

C. Ergen                   Burgess Meredith.

J. DeFranco                Burgess Meredith.  Very good. Burgess Meredith. So he
                           will win that ... what did he win? The book?

C. Ergen                   He won the book. He won the 70 Years of the Oscars.

J. DeFranco                He won the 70 Years of the Oscars.  That's a neat,  a
                           very neat book.

C. Ergen                   And we do have an answer to the question that stumped
                           Michael  Schwimmer on programming  which is PolSat is
                           on the 148 degree slot, so it is on the Western slot.
                           TV Palonia is not there yet. We're in negotiations to
                           put them there but that hasn't been finalized yet.

J. DeFranco                Okay, this just came in from Don Curley, Charlie, and
                           this  has  to do  with  ...  "I  understand  StarBand
                           supports  a PC.  However,  does Dish  Network  and/or
                           StarBand  ever  plan  to  support  MacIntosh?  If so,

C. Ergen                   The answer to that is probably not any time soon. The
                           economics  of  being  able to do that  for a  smaller
                           amount of base hasn't  justified that investment yet.
                           Obviously  one of the benefits of the merger is as we
                           put the two  bases  together,  as we go on the  broad
                           beam more  economically,  across  the  entire  United
                           States  and  that's  the  kind of  stuff  that we can
                           afford to  invest  in.  But  today,  I don't  believe
                           StarBand  has  current  plans,  I'm  looking  at  the
                           audience   here,   current   plans  to  support   the

J. DeFranco                Okay,  next one.  This is from Chuck and Chuck  says,
                           "We are currently getting DSL service through DirecTV
                           internet.  Will the merger have any impact on our DSL

C. Ergen                   The answer would be no,  provided  that that internet
                           service   hasn't   changed  in  the  interim   before
                           obviously we're able ... the companies are merged.  I
                           mean I think  that DSL as a  technology  will  change
                           over   time  and   obviously   that's   going  to  be
                           independent  of the  merger  itself.  But I'm not all
                           that  familiar  with their  service  and DSL,  so I'm
                           probably technically not the right one to answer that
                           question.  That's probably a better one for them, but
                           we  don't   anticipate  when  we  put  the  companies
                           together major changes in that kind of service. We do
                           hope that we have other  partners  in DSL such as the
                           phone  companies  so we can  provide  them a  broader
                           scale and hopefully even more  economical  than it is

J. DeFranco                Okay we've got a caller. Roy, are you there?

Roy                        Here.

J. DeFranco                Welcome to the Chat.  What can we answer for you this

Roy                        Hey,  you  know  first  of all you  have  like  great
                           service and everything. We get your Chinese pack here
                           in the house, your Chinese international programming,
                           and we get like three  channels.  And I was wondering
                           if  you're  going  to pick up like  more  programming
                           because there are other  satellite  companies in this
                           area  that  seem to be in  competition  with you guys
                           that are offering more programming.

J. DeFranco                Are you talking  about  Chinese  programming  or just

Roy                        Jade  Star is  offering  about  five  or six  Chinese

J. DeFranco                So primarily Chinese?

Roy                        Right.

C. Ergen                   And the answer is that we  continue  to ... the three
                           channels are the three best channels that we think we
                           can find in Chinese.  They are obviously  competitors
                           to us and some of the  channels out there and I don't
                           believe that ... we'll see how the Chinese, you know,
                           pick up is on the three channels that we have,  which
                           is  a  lot  of  channels  for  us  to  have  from  an
                           international  basis and if there's  something's that
                           compelling that people want, I guess we'd look at it.

M. Schwimmer               Well   certainly   and  Jade   has  not  made   their
                           programming  available  to Dish  Network so if that's
                           something  that  becomes  available to us, then we'll
                           certainly  look at it, but so far I can tell you that
                           while we have tried to  convince  Jade that this is a
                           good place to have some its programming,  so far they
                           have been unwilling to do so.

J. DeFranco                Okay,  Charlie,  got just a couple  minutes left. Any
                           closing comments for our viewers out there?

C. Ergen                   If you watch C-SPAN  tomorrow  you'll probably get to
                           see me again if you just  can't  get  enough  of this
                           Dish Network down here. And also, you can contact our
                           website.  I hope they'll put it back up on the screen
                           again to make your  political  views  known and again
                           we're  anxious to continue to improve our service and
                           give you a better service at a more economical  rate.
                           And we think we have a lot of plans on how to do that
                           and looking  forward to doing that and excited  about
                           our last launch and what that means for our customers
                           and looking forward to the next one.

J. DeFranco                Okay,  next Chat is April 8th,  same time,  9:00 p.m.
                           Eastern time,  Channel 101. We want to thank you very
                           much  for  taking  your  time and  celebrating  these
                           wonderful milestones with us. Thank you.