SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

EchoStar CORP

(Last)

(First)

(Middle)

90 INVERNESS CIRCLE E.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2008

3. Issuer Name and Ticker or Trading Symbol
TERRESTAR CORP [ TSTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	30,000,000⁽¹⁾⁽²⁾	I	By EchoStar Corporation⁽¹⁾⁽²⁾
Series C Preferred Stock, par value $0.01 per share	1⁽¹⁾⁽²⁾	I	By EchoStar Corporation⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
6.5% Snr. Exchangeable Notes due 2014 of TerreStar Networks	06/09/2008⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	9,180,172⁽²⁾	$5.5741⁽³⁾	I	By EchoStar Corporation⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

EchoStar CORP

(Last)

(First)

(Middle)

90 INVERNESS CIRCLE E.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ERGEN CHARLES W

(Last)

(First)

(Middle)

C/O ECHOSTAR CORPORATION

90 INVERNESS CIRCLE E.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by EchoStar Corporation and Charles W. Ergen.

2. Amounts reported consist entirely of securities held by EchoStar Corporation ("EchoStar"). Mr. Ergen currently beneficially owns approximately 50% of EchoStar's total equity securities, possesses approximately 80% of the total voting power with respect to EchoStar and is Chief Executive Officer, President and Chairman of the Board of Directors of EchoStar.

3. Any holder of TerreStar Networks, Inc.'s 6.5% Senior Exchangeable PIK Notes due 2014 may elect to exchange the principal amount of such notes, together with accrued but unpaid interest thereon, at any time beginning on June 9, 2008 and on or prior to June 15, 2014, for shares of common stock, par value $0.01 per share ("Common Stock"), of TerreStar Corporation. Each $1,000 amount of principal plus accrued and unpaid interest is exchangeable for 179.4 shares of Common Stock, subject to certain adjustments from time to time.

	See signatures attached as Exhibit 99.1	06/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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