UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                   FORM 8-K


                                 CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                                DECEMBER 23, 1998


                      ECHOSTAR COMMUNICATIONS CORPORATION



            NEVADA                    0-26176               88-0336997
(State or other jurisdiction of       (Commission File      (I.R.S. Employer 
incorporation)                        Number)               Identification No.)

                                       
             5701 SOUTH SANTA FE DRIVE, LITTLETON, COLORADO 80120 


                                (303) 723-1000



ITEM 5.  OTHER EVENTS

     EchoStar Communications Corp. (NASDAQ: DISH, DISHP) announced today that 
it has commenced cash tender offers to purchase any and all of the following 
debt securities issued by its direct and indirect subsidiaries: the $375 
million aggregate outstanding principal amount of 12 1/2% Senior Secured 
Notes due 2002 issued by EchoStar DBS Corporation; the 12 7/8% Senior Secured 
Discount Notes due 2004, with an accreted value as of Jan. 1, 1999, of $592.8 
million, issued by Dish, Ltd.; and the 13 1/8% Senior Secured Discount Notes 
due 2004, with an accreted value as of Jan. 1, 1999, of $498.1 million, 
issued by EchoStar Satellite Broadcasting Corporation.  The issues of notes 
described above are referred to as "the Notes."  The tender offers are part 
of a plan to refinance existing indebtedness at more favorable rates and 
terms. The terms and conditions of the tender offers are set forth in an 
Offer to Purchase and Consent Solicitations Statement and a related Consent 
and Letter of Transmittal.  The tender offers will expire at 12:00 midnight, 
Eastern Time on Friday, Jan. 22, 1999, unless extended.

     In conjunction with the tender offers, EchoStar is soliciting consents 
to certain proposed amendments to the indentures governing the Notes that 
would eliminate substantially all of the restrictive covenants and would 
amend certain other provisions. Adoption of the proposed amendments requires 
the consent of holders of not less than a majority, in the case of certain 
proposed amendments, and not less than two-thirds, in the case of the other 
proposed amendments, of the aggregate principal amount of each issue of 
Notes.  Holders who tender their Notes will be required to consent to the 
proposed amendments. 

     The purchase price for the Notes will be determined in accordance with a 
pricing formula that is based on a fixed spread of 75 basis points above the 
yield on the 6 1/8% U.S. Treasury Note due July 31, 2000, for the 12 1/2% 
Notes; 6 3/4% U.S. Treasury Note due June 30, 1999, for the 12 7/8% Notes and 
6 7/8% U.S. Treasury Note due March 31, 2000, for the 13 1/8% Notes.  The 
purchase price includes a consent payment of $20 per $1,000 principal amount 
of the 12 1/2% Notes or per the accreted value of each $1,000 principal 
amount at maturity of the 12 7/8% Notes and the 13 1/8% Notes, to holders who 
tender their Notes and give their consent at, or prior to 12:00 midnight, 
Eastern Time on January 7, 1999, unless extended.

     Closing of the tender offers is subject to the receipt by EchoStar or 
its subsidiaries of the proceeds of a new debt financing or financings 
necessary to pay the consideration payable in connection with the tender 
offers and the consent solicitations, the receipt of the required consents 
from the holders of Notes, the receipt of the required consents and waivers 
from the holders of Exchange Notes as described below and certain other 
conditions described in the Offer to Purchase and Consent Solicitation 
Statement. 



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     EchoStar also today announced that it has sent to all holders of 
EchoStar's issued and outstanding 12 1/8% Series B Senior Redeemable 
Exchangeable Preferred Stock due 2004 (the "Series B Preferred") a notice to 
exchange all of the outstanding shares of Series B Preferred into 12 1/8 % 
Senior Exchange Notes (the "Exchange Notes") on the terms and conditions set 
forth in the certificate of designation relating to the Series B Preferred.  
Subject to satisfaction of certain conditions to the exchange, the Exchange 
Notes will be issued on Jan. 4, 1999, or as soon as practicable thereafter.  
Immediately following the exchange, EchoStar intends to commence an offer to 
purchase any and all outstanding Exchange Notes and to solicit consents from 
the registered holders to amendments to the indenture governing the Exchange 
Notes.  The proposed amendments relating to the Exchange Notes are expected 
to include amendments similar to the proposed amendments to the Notes and the 
Company expects to offer similar compensation to holders of Exchange Notes as 
it has offered to holders of Notes.  If the tender offer for the Exchange 
Notes is commenced on Jan. 4, 1999, the Company expects that the time by 
which the holders must tender their Exchange Notes to be entitled to a 
consent payment will be midnight, Friday, Jan. 8, 1999, unless extended.  
Receipt of the requisite consents to the proposed amendments to the indenture 
governing the Exchange Notes would be a condition to such payments to holders 
of Exchange Notes and to consummation of the tender offers for both the Notes 
and the Exchange Notes.  This statement does not constitute an offer to 
purchase, or a solicitation of an offer to sell any Exchange Notes.  Such an 
offer will only be made pursuant to an Offer to Purchase and Consent 
Solicitation Statement after issuance of the Exchange Notes.  

     Donaldson, Lufkin & Jenrette Securities Corporation is acting as the 
sole dealer manager in connection with the tender offers for the Notes.  
Donaldson, Lufkin & Jenrette Securities Corporation and NationsBanc 
Montgomery Securities LLC are acting as co-financial advisors in connection 
with the consent solicitations.  The depositary for the tender offers is U.S. 
Bank Trust National Association.  Copies of the Offer to Purchase and Consent 
Solicitation Statement and additional information concerning the terms of the 
tender offers may be obtained by contacting Donaldson, Lufkin & Jenrette  
Securities Corporation at (212) 892-7054.

     Certain matters discussed in this statement are "forward looking 
statements" intended to qualify for the safe harbors from liability 
established by the Private Securities Litigation Reform Act of 1995.  These 
"forward looking statements" can generally be identified as such because the 
context of the statement will include words such as the company "believes," 
"anticipates," "expects," or words of similar import.  Similarly, statements 
that describe the company's future plans, objectives or goals are 
forward-looking statements.  Such forward-looking statements are subject to 
certain risks and uncertainties that could cause actual results to differ 
materially from those currently anticipated. Such risks and uncertainties 
include, but are not limited to: a total or partial loss of a satellite due 
to operational failures, space debris or otherwise; uncertainty as to the 
Company's future profitability; the Company's ability to develop and 
implement operational and financial systems to manage rapidly growing 
operations; an increase in competition from cable television, Direct 
Broadcast Satellite ("DBS"), other satellite system operators, and other 



                                      -3-



providers of subscription television services; the introduction of new 
technologies and competitors into the subscription television business; a 
merger of existing DBS competitors; the Company's ability to integrate and 
successfully operate acquired businesses and the risks associated with such 
businesses; the Company's ability to obtain financing on acceptable terms to 
finance the Company's growth strategy and for the Company to operate within 
the limitations imposed by financing arrangements; uncertainty as to the 
future profitability of acquired businesses; trends in the cable television, 
broadcast television and satellite television industries; impediments to the 
retransmission of local or distant broadcast network signals; a decrease in 
sales of digital equipment and related services to international service 
providers; a decrease in Dish Network subscriber growth; an increase in 
subscriber acquisition costs; lower than expected demand for the Company's 
delivery of local broadcast network signals; changes in relationships with 
customers; changes in the regulatory environment, such as the inability of 
the Company to retain necessary authorizations from the Federal 
Communications Commission ("FCC") or a change in the regulations governing 
the subscription television service industry; the outcome of pending 
litigation and regulatory inquiries; an unexpected business interruption due 
to the failure of third parties to remediate Year 2000 issues; and the impact 
of accounting policies required to be adopted.  Other factors that could 
materially affect such forward-looking statements can be found in EchoStar's 
periodic reports filed with the Securities and Exchange Commission.  
Shareholders, potential investors and other readers are urged to consider 
these factors carefully in evaluating the forward-looking statements. The 
forward-looking statements made herein are only made as of the date of this 
statement and EchoStar undertakes no obligation to publicly update such 
forward-looking statements to reflect subsequent events or circumstances. 
                                        


                                      -4-


                                       
                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant, EchoStar Communications Corporation, has duly caused 
this report to be signed on its behalf by the undersigned thereunto duly 
authorized.

                                       ECHOSTAR COMMUNICATIONS CORPORATION


                                       By: /s/ DAVID K. MOSKOWITZ
                                           -------------------------
                                           David K. Moskowitz
                                           Senior Vice President and 
                                           General Counsel


Date:  December 23, 1998





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